OF REQUISITE LENDERS IS OBTAINED BUT THE
CONSENT OF SUPERMAJORITY LENDERS IS NOT OBTAINED, THEN, SO LONG AS AGENT IS NOT
A NON-CONSENTING LENDER, AT BORROWER'S REQUEST AGENT, OR A PERSON REASONABLY
ACCEPTABLE TO AGENT, SHALL HAVE THE RIGHT WITH AGENT'S CONSENT AND IN AGENT'S
SOLE DISCRETION (BUT SHALL HAVE NO OBLIGATION) TO PURCHASE FROM SUCH
NON-CONSENTING LENDERS, AND SUCH NON-CONSENTING LENDERS AGREE THAT THEY SHALL,
UPON AGENT'S REQUEST, SELL AND ASSIGN TO AGENT OR SUCH PERSON, ALL OF THE LOANS
AND COMMITMENTS OF SUCH NON-CONSENTING LENDERS FOR AN AMOUNT EQUAL TO THE
PRINCIPAL BALANCE OF ALL LOANS HELD BY THE NON-CONSENTING LENDERS AND ALL
ACCRUED INTEREST AND FEES AND OTHER OBLIGATIONS OWING WITH RESPECT THERETO
THROUGH THE DATE OF SALE, SUCH PURCHASE AND SALE TO BE CONSUMMATED PURSUANT TO
AN EXECUTED ASSIGNMENT AGREEMENT.
73
9.20.
DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE
RELEASES.
ON THE TERMINATION DATE, 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, SUBJECT TO THE TERMS OF THE LOAN DOCUMENTS, 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.
9.21.
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
TERMINATION DATE, IN EACH CASE, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF AGENT.
(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 9.21 BEFORE THE TERMINATION 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 IN FULL, IN CASH, ALL OBLIGATIONS OWED OR WHICH MAY BECOME
OWING.
(C)
UPON ANY PAYMENT OR DISTRIBUTION OF ANY
ASSETS OF ANY CREDIT PARTY OF ANY KIND OR CHARACTER, WHETHER IN CASH, PROPERTY
OR SECURITIES BY SET-OFF, RECOUPMENT OR OTHERWISE, TO CREDITORS IN ANY
LIQUIDATION OR OTHER WINDING-UP OF SUCH CREDIT PARTY OR IN THE EVENT OF ANY
PROCEEDING, AGENT AND LENDERS SHALL FIRST BE ENTITLED TO RECEIVE PAYMENT IN FULL
IN CASH, IN ACCORDANCE WITH THE TERMS OF THE OBLIGATIONS AND OF THIS AGREEMENT,
OF ALL AMOUNTS PAYABLE UNDER OR IN RESPECT