Common use of Assignment and Postponement Clause in Contracts

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 Intercompany Indebtedness debts and all other obligations liabilities, present and liabilities future, of each Credit Party the Borrower to each other Credit Party (including such obligations and liabilities under the Material Agreements) Guarantor 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 postponed to the Obligations, and all money received by such Credit Party the Guarantor in respect thereof will after the occurrence of an Event of Default (as defined in the Loan Agreement) shall be held received in trust for the Lender and forthwith upon receipt will shall be paid over to the Lender, the whole without in any way lessening or limiting the liability of any of the Credit Parties. This Guarantor hereunder and this assignment and postponement is independent of the Guarantee herein this Guaranty and will shall remain in full force and effect until, in the case of the assignment, the liability of the Guarantor under this Guarantee Guaranty has been discharged or terminated and, in the case of the postponement, until payment in full to the Lender of all Obligations are performed 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 paid in full. Without limiting the generality liabilities, present and future, of the foregoing, this assignment and postponement of Borrower to the Intercompany Indebtedness contained herein shall be effective notwithstanding the dates of the Drawdown, Conversion or Rollover secured by the Loan Documents, the dates undersigned until such time as an Event of Default or the date under the Loan Documents; and the rules of priority established under Applicable Lawoccurs.