Additional Intercreditor Provision Clause Samples

Additional Intercreditor Provision. (a) For greater certainty, the Fairfax Credit Loans are junior and subordinate, and the payment thereof, whether in whole or in part, and whether as to principal, interest, fees, proceeds of Collateral or otherwise, and whether at or prior to maturity or upon acceleration of any maturity, is postponed to the prior payment and satisfaction in full of the EDC Credit Loans. So long as any monies are owing to the EDC Credit Lender under the EDC Credit Loans and the EDC Credit Commitment has not been terminated, no claim for payment shall be made by, and no payment shall be made to, the Fairfax Credit Lender with respect to the Fairfax Credit Loans prior to payment and satisfaction in full of the EDC Credit Loans and the termination of the EDC Credit Facility. In all circumstances, including, without limitation, in the event of demand for payment by the EDC Credit Lender hereunder or in the event of a Default or Event of Default or in the event of bankruptcy, insolvency, dissolution, winding-up liquidation or reorganization of the Borrower or any Guarantor or upon an assignment for the benefit of creditors or otherwise or any receivership or trusteeship proceedings of the Borrower or any Guarantor: (i) the EDC Credit Loans shall be paid and satisfied in full before the Fairfax Credit Lender is entitled to receive any payment relating to the Fairfax Credit Loans and any payment to which any holder of Fairfax Credit Loans would be entitled but for the present subordination provisions shall be paid directly to the EDC Credit Lender; (ii) in the event that any payment or distribution of assets of the Borrower or any Guarantor shall be received by the Fairfax Credit Lender in violation of this Section, such payment or distribution shall be held by the Fairfax Credit Lender in trust for the benefit of the EDC Credit Lender and, upon demand, shall be paid over to the EDC Credit Lender; and (iii) in the event that any monies including dividends shall at any time be payable in respect of the Fairfax Credit Loans in any bankruptcy proceedings relating to the Borrower or any Guarantor at a time when the EDC Credit Loans have not been paid in full, the Fairfax Credit Lender expressly agrees that the EDC Credit Lender shall be entitled to receive the same and to apply the same to the monies owing to it. The Fairfax Credit Lender irrevocably authorizes and directs the EDC Credit Lender and its successors and assigns and any trustee in bankruptcy, receiver or assignee for the...