Common use of Assignment and Postponement Clause in Contracts

Assignment and Postponement. All present and future indebtedness and liability of the Borrower to the Guarantor is hereby assigned by the Guarantor to Agent and postponed to the Obligations and all moneys received by the Guarantor in respect thereof will be received in trust for and, unless prior written authorization from Agent to the contrary will have been obtained by the Guarantor, will be paid over to Agent upon demand by Agent. If Agent receives from the Guarantor a payment or payments in full or on account of the liability of the Guarantor hereunder, the Guarantor will not be entitled to claim repayment against the Borrower until Agent’s claims against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidation, winding up or bankruptcy of the Borrower (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, Agent will have the right to rank for its full claims and receive all dividends or other payments in respect thereof in priority to the Guarantor until the claims of Agent have been irrevocably and unconditionally paid in full, and the Guarantor will continue to be liable hereunder for any balance which may be owing to Agent by the Borrower. In the event of the valuation by Agent of any of its security and/or the retention thereof by Agent, such valuation and/or retention will not, as between Agent and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The foregoing provisions of this Section 13 will not in any way limit or lessen the liability of the Guarantor under any other section of this Guarantee.

Assignment and Postponement. All debts and liabilities, present and future indebtedness and liability future, of the Borrower to the Guarantor is are hereby assigned by to the Guarantor to Agent Lender and postponed to the Obligations Obligations, and all moneys money received by the Guarantor in respect thereof will after the occurrence of an Event of Default (as defined in the Loan Agreement) shall be received in trust for and, unless prior written authorization from Agent to the contrary will have been obtained by the Guarantor, will Lender and forthwith upon receipt shall be paid over to Agent upon demand by Agent. If Agent receives from the Guarantor a payment Lender, the whole without in any way lessening or payments in full or on account of limiting the liability of the Guarantor hereunderhereunder and this assignment and postponement is independent of this Guaranty and shall remain in full force and effect until, in the Guarantor will not be entitled to claim repayment against the Borrower until Agent’s claims against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidationthe assignment, winding up or bankruptcy of the Borrower (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, Agent will have the right to rank for its full claims and receive all dividends or other payments in respect thereof in priority to the Guarantor until the claims of Agent have been irrevocably and unconditionally paid in full, and the Guarantor will continue to be liable hereunder for any balance which may be owing to Agent by the Borrower. In the event of the valuation by Agent of any of its security and/or the retention thereof by Agent, such valuation and/or retention will not, as between Agent and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The foregoing provisions of this Section 13 will not in any way limit or lessen the liability of the Guarantor under any other section 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 Guaranteeparagraph 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. All present Intercompany Indebtedness and future indebtedness all other obligations and liability liabilities of each Credit Party to each other Credit Party (including such obligations and liabilities under the Borrower Material Agreements) are hereby assigned to the Guarantor Lender and are hereby unconditionally and irrevocably subordinated, and following the occurrence of an Event of Default which is hereby assigned continuing, postponed, in all respects to the prior indefeasible repayment in full by the Guarantor to Agent Borrowers and postponed the other Credit Parties to the Obligations Obligations, and all moneys money received by the Guarantor such Credit Party in respect thereof will be received held in trust for and, unless prior written authorization from Agent to the contrary will have been obtained by the Guarantor, Lender and forthwith upon receipt will be paid over to Agent upon demand by Agent. If Agent receives from the Guarantor a payment Lender, the whole without in any way lessening or payments in full or on account of limiting the liability of any of the Guarantor hereunderCredit Parties. This assignment and postponement is independent of the Guarantee herein and will remain in full force and effect until, in the Guarantor will not be entitled to claim repayment against the Borrower until Agent’s claims against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidationthe assignment, winding up or bankruptcy of the Borrower (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, Agent will have the right to rank for its full claims and receive all dividends or other payments in respect thereof in priority to the Guarantor until the claims of Agent have been irrevocably and unconditionally paid in full, and the Guarantor will continue to be liable hereunder for any balance which may be owing to Agent by the Borrower. In the event of the valuation by Agent of any of its security and/or the retention thereof by Agent, such valuation and/or retention will not, as between Agent and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The foregoing provisions of this Section 13 will not in any way limit or lessen the liability of the Guarantor under any other section 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 Guaranteeassignment 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 present Intercompany Indebtedness and future indebtedness all other obligations and liability liabilities of each Credit Party to each other Credit Party (including such obligations and liabilities under the Borrower Material Agreements) are hereby assigned to the Guarantor Agent and are hereby unconditionally and irrevocably subordinated, and following the occurrence of an Event of Default which is hereby assigned continuing, postponed, in all respects to the prior indefeasible repayment in full by the Guarantor to Agent Borrowers and postponed the other Credit Parties to the Obligations Obligations, and all moneys money received by the Guarantor such Credit Party in respect thereof will be received held in trust for and, unless prior written authorization from the Agent to the contrary will have been obtained by the Guarantor, and forthwith upon receipt will be paid over to Agent upon demand by the Agent, the whole without in any way lessening or limiting the liability of any of the Credit Parties. If Agent receives from This assignment and postponement is independent of the Guarantor a payment or payments guarantee of the Credit Parties provided in Article 12 and will remain in full or on account force and effect until, in the case of the assignment, the liability of the Guarantor hereunderCredit Parties under the Loan Documents has been discharged or terminated and, in the Guarantor will not be entitled to claim repayment against case of the Borrower postponement, until Agent’s claims against the Borrower have been irrevocably all Obligations are performed and unconditionally paid in full. In case of liquidation, winding up or bankruptcy Without limiting the generality of the Borrower (whether voluntary foregoing, this assignment and postponement of the Intercompany Indebtedness contained herein shall be effective notwithstanding the dates of the Drawdown, Conversion or involuntary) Rollover secured by the Loan Documents, the dates of Default or any composition with creditors or scheme of arrangement, Agent will have the right to rank for its full claims and receive all dividends or other payments in respect thereof in priority to date under the Guarantor until the claims of Agent have been irrevocably and unconditionally paid in full, Loan Documents; and the Guarantor will continue to be liable hereunder for any balance which may be owing to Agent by the Borrower. In the event rules of the valuation by Agent of any of its security and/or the retention thereof by Agent, such valuation and/or retention will not, as between Agent and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The foregoing provisions of this Section 13 will not in any way limit or lessen the liability of the Guarantor priority established under any other section of this GuaranteeApplicable Law.