Act.
9.21.
Delivery of Termination Statements and Mortgage
Releases.
(A)
UPON PAYMENT IN FULL IN CASH AND PERFORMANCE
OF ALL OF THE OBLIGATIONS (OTHER THAN INDEMNIFICATION OBLIGATIONS), TERMINATION
OF THE COMMITMENTS AND A RELEASE OF ALL CLAIMS AGAINST AGENT AND LENDERS, AND SO
LONG AS NO SUITS, ACTIONS PROCEEDINGS, OR CLAIMS ARE PENDING OR THREATENED
AGAINST ANY INDEMNITEE ASSERTING ANY DAMAGES, LOSSES OR LIABILITIES THAT ARE
INDEMNIFIED LIABILITIES HEREUNDER, AGENT SHALL DELIVER TO BORROWER TERMINATION
STATEMENTS, MORTGAGE RELEASES AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
EVIDENCE THE TERMINATION OF THE LIENS SECURING PAYMENT OF THE OBLIGATIONS.
(B)
UPON THE DISPOSITION OF ANY COLLATERAL IN
ACCORDANCE WITH THE TERMS AND CONDITIONS PROVIDED HEREIN, AGENT SHALL DELIVER TO
BORROWER TERMINATION STATEMENTS, MORTGAGE RELEASES AND OTHER EVIDENCE NECESSARY
OR APPROPRIATE TO EVIDENCE THE TERMINATION OF LIENS ON SUCH COLLATERAL.
(C)
IN THE EVENT THAT ANY CREDIT PARTY ACQUIRES
ANY EQUIPMENT AND IN CONNECTION THEREWITH GRANTS A SECURITY INTEREST IN SUCH
EQUIPMENT TO ANY PERSON PROVIDING PURCHASE MONEY FINANCING TO SUCH CREDIT PARTY
FOR SUCH EQUIPMENT AND SUCH SECURITY INTEREST AND FINANCING DOES NOT CONTRAVENE
ANY PROVISION OF THIS AGREEMENT AND PROHIBITS THE LIEN OF AGENT THEREIN, AGENT,
AT THE REQUEST OF SUCH CREDIT PARTY SHALL RELEASE ITS SECURITY INTEREST IN SUCH
EQUIPMENT OR SHALL SUBORDINATE SUCH LIEN (AS REQUIRED BY SUCH PERSON) AND SHALL
AT THE COST AND EXPENSE OF SUCH CREDIT PARTY EXECUTE SUCH DOCUMENTS AS MAY BE
NECESSARY TO RELEASE SUCH LIEN OF RECORD; PROVIDED, HOWEVER, THAT UPON ANY SUCH
PROHIBITION CEASING TO BE BINDING ON SUCH CREDIT PARTY, THE LIEN OF AGENT IN
SUCH EQUIPMENT SHALL AUTOMATICALLY BE REINSTATED AND SUCH CREDIT PARTY SHALL
IMMEDIATELY NOTIFY AGENT AND SHALL TAKE ALL STEPS AS MAY BE NECESSARY TO PERFECT
SUCH LIEN OF AGENT WITHIN 20 BUSINESS DAYS FOLLOWING SUCH PROHIBITION CEASING TO
BE EFFECTIVE.
9.22.
Subordination of Intercompany Debt.
(A)
EACH CREDIT PARTY HEREBY AGREES THAT ANY
INTERCOMPANY INDEBTEDNESS OR OTHER INTERCOMPANY PAYABLES OR RECEIVABLES, OR
INTERCOMPANY ADVANCES DIRECTLY OR INDIRECTLY MADE BY OR OWED TO SUCH CREDIT
PARTY BY ANY OTHER CREDIT PARTY (COLLECTIVELY, "INTERCOMPANY DEBT"), OF WHATEVER
NATURE AT ANY TIME OUTSTANDING SHALL BE SUBORDINATE AND SUBJECT IN RIGHT OF
PAYMENT TO THE PRIOR PAYMENT IN FULL IN CASH OF THE OBLIGATIONS.
EACH CREDIT
PARTY HEREBY AGREES THAT IT WILL NOT, WHILE ANY EVENT OF DEFAULT IS CONTINUING,
ACCEPT ANY PAYMENT, INCLUDING BY OFFSET, ON ANY INTERCOMPANY DEBT UNTIL THE
MATURITY DATE, IN EACH CASE, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF AGENT.
63
(B)
IN THE EVENT THAT ANY PAYMENT ON ANY
INTERCOMPANY DEBT SHALL BE RECEIVED BY A CREDIT PARTY OTHER THAN AS PERMITTED BY
THIS SECTION 9.22 BEFORE THE MATURITY DATE, SUCH CREDIT PARTY SHALL RECEIVE SUCH
PAYMENTS AND HOLD THE SAME IN TRUST FOR, SEGREGATE THE SAME FROM ITS OWN ASSETS
AND SHALL IMMEDIATELY PAY OVER TO, THE AGENT FOR THE BENEFIT OF THE AGENT AND
LENDERS ALL SUCH SUMS TO THE EXTENT NECESSARY SO THAT AGENT AND THE LENDERS
SHALL HAVE BEEN PAID