Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors.
(b) Upon the occurrence and continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors and the Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Agent on account of the Guaranteed Obligations.
(c) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released by the Guarantor until the Agent’s prior written consent to such release has been obtained. The Guarantor shall not 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 Agent.
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 Lender 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 Lender and forthwith upon receipt will be paid over to the Lender, 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 herein and will 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. 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. 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. All debts and liabilities of every nature and kind, whether now or hereafter in existence, of the Borrower to the Guarantor and all security therefor (the "Subject Indebtedness") are hereby assigned and transferred to the Lender as continuing collateral security for the obligations of the Guarantor hereunder. The Guarantor shall not assign the Subject Indebtedness or any part thereof to any person other than the Lender. The Subject Indebtedness shall be held in trust by the Guarantor for the Lender and shall be collected, enforced or approved subject to and for the purpose of this guarantee and any payments received by the Guarantor in respect thereof shall be segregated from other funds and property held by the Guarantor and forthwith paid over to the Lender on account of the Subject Indebtedness. The Lender shall be entitled to receive payment of the Guaranteed Indebtedness in full before the Guarantor shall be entitled to receive any payment on account of the Subject Indebtedness. The Subject Indebtedness shall not be released or withdrawn by the Guarantor unless the Lender's written consent to such release or withdrawal is first obtained and the Guarantor shall not permit the prescription of the Subject Indebtedness by any statute of limitations or ask for or obtain any security or negotiable paper for or other evidence of the Subject Indebtedness except for the purpose of delivering the same to the Lender.
Assignment and Postponement. The Guarantor hereby (a) assigns by way of security to the Creditor, all Intercompany Debt, and (b) postpones all Intercompany Debt to the Guaranteed 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.
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. Subject to the Credit Agreement, all debts and liabilities, present and future, of the Obligor to the Guarantor are hereby assigned to the Lender and postponed to the Obligations, and all money received by the Guarantor in respect thereof will be held in trust for the Lender and forthwith upon receipt will 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, indemnity and primary obligor obligations contained in this Guarantee and will 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 indefeasibly paid in full.
Assignment and Postponement. Following the occurrence and during the continuance of an Event of Default, each Guarantor hereby postpones all of its Intercompany Debt to the payment in full of the Guaranteed Obligations. All moneys received by any Guarantor in respect of its Intercompany Debt while an Event of Default has occurred and is continuing shall be received by such Guarantor in trust for the Trustee and, immediately following such receipt, shall be paid over to the Trustee.
