Secured Party in any Reorganization Proceeding or any other proceeding under the U.S. Bankruptcy Code to the extent any such stipulations relate to the Subordinated Indebtedness or the right of the holders of Senior Indebtedness hereunder.
(i)Such Party waives any marshalling rights with respect to the Secured Parties in any Reorganization Proceeding or any other proceeding under the U.S. Bankruptcy Code to the extent any such marshalling rights relate to the Subordinated Indebtedness or the right of the holders of Senior Indebtedness hereunder.
3.Covenants. Each Party hereby represents, warrants and covenants that it will not lend, hold or permit to exist any Subordinated Debt owed by it or to it (in accordance with the definition thereof contained herein) unless each obligee or obligor, as the case may be, with respect to such Subordinated Debt is (or concurrently with such extension becomes) a Party to this Agreement.
4.Treatment of Guarantee and Security of Subordinated Debt. Any payments made to, or received by, any Party in respect of any guarantee or security in support of the Subordinated Debt shall be subject to the terms of this Agreement and applied on the same basis as payments made directly by the obligor under such Subordinated Debt. To the extent that Parent or any of its Subsidiaries (other than the respective obligor or obligors which are already Parties hereto) provides a guarantee or any security in support of any Subordinated Debt, the Party which is the lender of the respective Subordinated Debt will cause each such Person to become a Party hereto (if such Person is not already a Party hereto) not later than the date of the execution and delivery of the respective guarantee or security documentation (or such later date as the Administrative Agent may agree in its sole discretion); provided that any failure to comply with the foregoing requirements of this Section 4 will have no effect whatsoever on the subordination provisions contained herein (which shall apply to all payments received with respect to any guarantee or security for any Subordinated Debt, whether or not the Person furnishings such guarantee or security is a Party hereto).
5.Payments. Each Party hereby acknowledges and agrees that no payments will be accepted by it in respect of the Subordinated Debt (unless promptly turned over to the holders of Senior Indebtedness as contemplated by Section 2 above) to the extent such payments would be prohibited under any Senior Indebtedness (or the documentation governing the same).
6.Treatment of Intercompany Debt. In addition to the foregoing agreements, each Party hereby acknowledges and agrees that, with respect to all Intercompany Debt (whether or not same constitutes Subordinated Debt), that (x) such Intercompany Debt (and any promissory notes or other instruments evidencing same) may be pledged, and delivered for pledge, by Parent or any of its Subsidiaries that are Loan Parties pursuant to any Collateral Document to which Parent or such other Loan Party is, or at any time in the future becomes, a party and (y) with respect to all Intercompany Debt so pledged, the Administrative Agent shall be entitled to exercise all rights and remedies with respect to such Intercompany Debt to the maximum extent provided in the various Collateral Documents (in accordance with the terms thereof and subject to the requirements of applicable law). Furthermore, with respect to all Intercompany Debt at any time owed to Parent or any of its Subsidiaries which is a Loan Party, and notwithstanding anything to the contrary contained in the terms of such Intercompany Debt, each obligor (including any guarantor) and obligee with respect to such Intercompany Debt hereby agrees, for the benefit of the holders from time to time of the Senior Indebtedness, that the Administrative Agent at any time, and from time to time, acting on its own or at the request of the Required Lenders, accelerate the maturity of such Intercompany Debt in accordance with the terms thereof if any Event of Default under the Credit Agreement shall have occurred and be continuing. Any such acceleration of the maturity of any Intercompany Debt shall be made by written notice by the Administrative Agent to the obligor on the respective Intercompany Debt; provided that no such notice shall be required (and the acceleration shall automatically occur) upon the occurrence of an Event of Default described in Section 8.01(f) of the Credit Agreement.