Assignment and Postponement Clause Samples

Assignment and Postponement. All indebtedness and liability, present and future, of each Loan Party to each Guarantor are hereby assigned to the Administrative Agent on behalf and for the benefit of the Guaranteed Parties and postponed to the Guaranteed Obligations, and, following the occurrence of an Event of Default that is continuing, all monies received by any Guarantor in respect thereof shall be received in trust for the Guaranteed Parties and forthwith upon receipt thereof shall be paid over to the Administrative Agent on behalf and for the ratable benefit of the Guaranteed Parties; provided that, for the avoidance of doubt, absent the continuance of an Event of Default, this Section 21.08 shall not prohibit or restrict payments and repayments by or to any Guarantor to the extent otherwise permitted by this Agreement.

Assignment and Postponement. All Intercompany Indebtedness and all other obligations and liabilities of each Credit Party to each other Credit Party (including such obligations and liabilities under the Material Agreements) are hereby assigned to the Agent and are hereby unconditionally and irrevocably subordinated, and following the occurrence of an Event of Default which is continuing, postponed, in all respects to the prior indefeasible repayment in full by the Borrowers and the other Credit Parties to the Obligations, and all money received by such Credit Party in respect thereof will be held in trust for the Agent and forthwith upon receipt will be paid over to the Agent, the whole without in any way lessening or limiting the liability of any of the Credit Parties. This assignment and postponement is independent of the guarantee of the Credit Parties provided in Article 12 and will remain in full force and effect until, in the case of the assignment, the liability of the Credit Parties under the Loan Documents has been discharged or terminated and, in the case of the postponement, until all Obligations are performed and paid in full. Without limiting the generality of the foregoing, this assignment and postponement of the Intercompany Indebtedness contained herein shall be effective notwithstanding the dates of the Drawdown, Conversion or Rollover secured by the Loan Documents, the dates of Default or the date under the Loan Documents; and the rules of priority established under Applicable Law.

Assignment and Postponement. All indebtedness and liability, present and future of the Customer to the Guarantor are hereby assigned to The Brokers and postponed to the debts and liabilities of the Customer to The Brokers, and all monies received by the Guarantor in respect thereof shall be received in trust for The Brokers and forthwith upon receipt shall be paid over to The Brokers, the whole without in any way limiting or lessening the liabilities of the Guarantor under this Guarantee. This assignment and postponement is independent of this Guarantee and shall remain in full effect until repayment in full to The Brokers of all Liabilities. Any claims, liens or priorities the Guarantor may have against the Customer or his estate, whether arising in bankruptcy, liquidation, or other proceeding, or otherwise and including any proceeds or property received in respect of such claims, will be held in trust by the Guarantor for the benefit of and as security for The Brokers, so long as and to the extent that any Liabilities remain outstanding; and the Guarantor hereby assigns all such claims, liens or priorities to The Brokers and irrevocably appoints its officers as the Guarantor’s attorneys for the purpose of doing all things The Brokers deem necessary or desirable to prove, collect and enforce these claims, liens and priorities. The Guarantor acknowledges that the assignment to The Brokers as set forth herein shall not impose upon The Brokers any obligation to do anything to realize on the assigned debts and claims or to ensure that those debts or claims do not become statute barred by the operation of law relating to limitation of actions or otherwise including, without limitation, the Ontario Limitations Act, 2002. For greater certainty, the Guarantor acknowledges and agrees that this Guarantee is a “business agreement” as defined under Section 22 of the Ontario Limitations Act, 2002.

Assignment and Postponement. All debts and liabilities, present and future, of the Borrower to the Guarantor are hereby assigned to the Lender and postponed to the Obligations, and all money received by the Guarantor in respect thereof following an Event of Default which is continuing shall be held in trust for the Lender and forthwith upon receipt shall be paid over to the Lender, the whole without in any way lessening or limiting the liability of the Guarantor hereunder, and this assignment and postponement is independent of the guarantee contained herein and shall remain in full force and effect until, in the case of the assignment, the liability of the Guarantor under this Guarantee has been discharged or terminated and, in the case of the postponement, until all Obligations are performed and paid in full.

Assignment and Postponement. (a) Upon the occurrence and during the continuance of an Event of Default, obligations, liabilities and indebtedness of the Company to a Guarantor and all security therefor (the “Intercorporate Indebtedness”) shall be held in trust for the Noteholders and shall be collected, enforced or proved subject to, and for the purpose of, this Note Guarantee and any payments received by a Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by such Guarantor and immediately paid to the Noteholders on account of the Guaranteed Obligations. (b) Upon the occurrence and during the continuance of an Event of Default, the Noteholders are entitled to receive payment of the Guaranteed Obligations in full before each Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness, including in any proceeding against any Obligated Party under any Debtor Relief Law. In such case, the Intercorporate Indebtedness shall not be released by such Guarantor until the Noteholders’ prior written consent to such release has been obtained. No Guarantor shall permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Noteholders.

Assignment and Postponement. All debts and liabilities, present and future, of the Borrower to the Guarantor are hereby assigned to the Lender and postponed to the Obligations, and all money received by the Guarantor in respect thereof after the occurrence of an Event of Default (as defined in the Loan Agreement) shall be received in trust for the Lender and forthwith upon receipt shall be paid over to the Lender, the whole without in any way lessening or limiting the liability of the Guarantor hereunder and this assignment and postponement is independent of this Guaranty and shall remain in full force and effect until, in the case of the assignment, the liability of the Guarantor under this Guaranty has been discharged or terminated and, in the case of the postponement, until payment in full to the Lender of all obligations owing by the Guarantor under this Guaranty. Notwithstanding anything to the contrary contained in this paragraph, the provisions of this paragraph shall not apply to hinder or prevent repayment to the undersigned by the Borrower from time to time of all debts and liabilities, present and future, of the Borrower to the undersigned until such time as an Event of Default occurs.

Assignment and Postponement. The Guarantor hereby (i) grants to the Administrative Agent a security interest in all Intercompany Debt as general and continuing collateral security for the Guarantor Liabilities, and (ii) postpones all Intercompany Debt to the payment in full of the Borrower Liabilities. All moneys received by the Guarantor in respect of Intercompany Debt shall be received in trust for the Administrative Agent (on behalf of the Finance Parties) and, immediately following such receipt, shall be paid over to the Administrative Agent. This assignment and postponement is independent of the guarantee hereunder and will remain in full force and effect until, in the case of the assignment, the liability of the Guarantor under this Agreement has been discharged or terminated and, in the case of the postponement, until all Guarantor Liabilities are performed and paid in full.

Assignment and Postponement. Upon the occurrence and during the continuance of an Event of Default, obligations, liabilities and indebtedness of the Company to a Guarantor and all security therefor (the “Intercorporate Indebtedness”) shall be held in trust for the Noteholders and shall be collected, enforced or proved subject to, and for the purpose of, this Note Guarantee and any payments received by a Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by such Guarantor and immediately paid to the Noteholders on account of the Guaranteed Obligations.

Assignment and Postponement. The Guarantor hereby (a) grants to the Creditor a security interest in all Intercompany Debt as general and continuing collateral security for the Guarantor Liabilities, and (b) postpones all Intercompany Debt to the payment in full of the Debtor Liabilities. All moneys received by the Guarantor in respect of Intercompany Debt shall be received in trust for the Creditor and, immediately following such receipt, shall be paid over to the Creditor.