Postponement of Claims. That during the Term of the Guarantee the Guarantor will not claim in any liquidation, bankruptcy, composition or arrangement of the Tenant in competition with the Landlord and will remit to the Landlord the proceeds of all judgments and all distributions it may receive from any liquidator of the Tenant and will hold for the benefit of the Landlord all security and rights the Guarantor may have over assets of the Tenant whilst any liabilities of the Tenant or the Guarantor to the Landlord remain outstanding.
Postponement of Claims. All indebtedness and liabilities, present and future, of the Corporation to the Guarantor, together with each and every security therefor, is hereby postponed to all present and future indebtedness and liabilities of the Corporation to the Guarantee Beneficiaries, and during the existence of an Event of Default all monies received by the Guarantor from the Corporation shall be received and held by the Guarantor in trust for (i) the holders of the Notes (the “Holders”), (ii) the holders of other senior notes, debentures or similar instruments from time to time issued by the Corporation and ranking pari passu with the Notes (the “Other Noteholders”), and (iii) the lenders under any Bank Credit Agreement (including lenders or their affiliates who enter into swap agreements with the Corporation as contemplated in a Bank Credit Agreement) and ranking pari passu with the Notes (such Holders, the Other Noteholders and lenders, collectively, the “Senior Creditors”) on a proportionate basis, and forthwith upon receipt paid over to the Senior Creditors or their nominee on a proportionate basis until the Corporation’s indebtedness and liabilities to the Senior Creditors, whether matured or unmatured, is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.
Postponement of Claims. During the continuance of an Event of Default, all indebtedness and liabilities, present and future, of each Guarantor to each other Obligor, together with any security therefor, is hereby postponed and subordinated to all present and future indebtedness and liabilities of each such Guarantor to the Guarantee Beneficiaries, and all monies received from any Other Obligor or for the account of such Other Obligor by such Guarantor shall be received and held by such Guarantor in trust for the Collateral Agent (for itself and the rateable benefit of the other Secured Parties) and the other senior creditors of such Guarantor to whom the Guarantor has postponed and subordinated such indebtedness and liabilities to the obligations owed to such other senior creditor on similar terms to the postponement and subordination in this Section 3.11 (the “Other Senior Creditors”) and forthwith upon receipt paid over to the Collateral Agent and the Other Senior Creditors on a pro rata basis until the Guaranteed Obligations are finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of any Guarantor to the Guarantee Beneficiaries under this Guarantee.
Postponement of Claims. That the Guarantor will not claim in any liquidation, examinership, bankruptcy, composition or arrangement of the Tenant in competition with the Landlord and will remit to the Landlord so much of the proceeds of any judgments and any distributions it may receive from any liquidator, examiner, official assignee, trustee in bankruptcy or other persons administering the assets of the Tenant as is due and owing to the Landlord and will hold for the benefit of the Landlord all security and rights the Guarantor may have over assets of the Tenant whilst any liabilities of the Tenant or the Guarantor to the Landlord remain outstanding.
Postponement of Claims. Following the occurrence and during the continuance of an Event of Default, (a) all indebtedness, obligations and liabilities, present and future, direct or indirect, of the Borrower to the Guarantor (the "Intercorporate Debt"), together with each and every security therefor, shall be and is hereby subordinated and postponed to the prior payment in full of all of the Obligations, and (b) all monies received by the Guarantor on account of the principal amount of any Intercorporate Debt, and all monies received by the Guarantor on account of interest or other amounts paid or payable in respect of any Intercorporate Debt at any time shall be received and held by the Guarantor in trust for the Agent and the Lenders, and forthwith upon demand by the Agent shall be paid over to the Agent and applied to the Obligations until the Obligations are finally paid and satisfied in full, all without prejudice to, and without in any way limiting or lessening, the liability of the Guarantor to the Agent and the Lenders under this Guarantee.
Postponement of Claims. 11.1 All indebtedness and liability, present and future of the Borrower to the Guarantor is hereby assigned to the Lender and postponed to the indebtedness of the Borrower to the Lender, and all monies received by the Guarantor in respect thereof are received in trust for the Lender and forthwith on receipt shall be paid to the Lender, the whole without limiting the liability of the Guarantor under this Guarantee.
Postponement of Claims. All indebtedness and liabilities, present and future, of the Borrower and each other Material Subsidiary to the Guarantor, together with each and every security therefor, is hereby postponed to all present and future indebtedness and liabilities of the Borrower and each other Material Subsidiary to the Guarantee Beneficiaries, and during the existence of an Event of Default all monies received from the Borrower or any other Material Subsidiary or for the account of the Guarantor shall be received and held by the Guarantor in trust for the Guarantee Beneficiaries, and forthwith upon receipt paid over to the Guarantee Beneficiaries until the indebtedness and liabilities of the Borrower and each other Material Subsidiary to the Guarantee Beneficiaries is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.
Postponement of Claims. During the existence of an Event of Default, all indebtedness and liabilities, present and future, of the Borrower and each other Borrower Group Obligor to the Guarantor, together with any security therefor, is hereby postponed and subordinated to all present and future indebtedness and liabilities of the Borrower and each other Borrower Group Obligor to the Guarantee Beneficiaries, and all monies received from the Borrower or any other Borrower Group Obligor or for the account of the Borrower or such other Borrower Group Obligor by the Guarantor during the existence of an Event of Default shall be received and held by the Guarantor in trust for the Guarantee Beneficiaries and forthwith upon receipt paid over to the Guarantee Beneficiaries until the Borrower’s and each other Borrower Group Obligor’s indebtedness and liabilities to the Guarantee Beneficiaries is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the Guarantee Beneficiaries under this Guarantee.
Postponement of Claims. 9.1. This Guarantee shall apply to the ultimate balance of the Secured Liabilities and, until that balance has been irrevocably and unconditionally discharged in full, no Guarantor shall be entitled to share in any security held or money received by the Security Trustee and/or a Finance Party on account of the Secured Liabilities.
9.2. Until the Secured Liabilities are irrevocably and unconditionally discharged in full, each Guarantor irrevocably and unconditionally waives all of its rights to be subrogated to any rights of the Security Trustee and/or a Finance Party howsoever arising or to be entitled to any right of a guarantor or surety in competition with the Security Trustee and/or a Finance Party.
9.3. In the event of (1) of the winding up, liquidation, administration or dissolution of any Principal, (2) the enforcement of any security held by the Security Trustee or (3) the appointment of a receiver or administrative receiver over all or any part of any Principal’s undertaking or assets, the Secured Liabilities shall be deemed outstanding until actually met in full. The Security Trustee will be entitled to claim in each Principal’s winding up, administration or receivership for the full amount of the Secured Liabilities and to retain the whole of the dividends to the exclusion of any rights of any Guarantor in competition with the Security Trustee until a claim by the Security Trustee is satisfied in full.
9.4. Until 12 months after the date on which the Secured Liabilities have been paid and discharged in full each Guarantor agrees that it shall not without the prior written consent of the Security Trustee take any steps to enforce any right or claim against any Principal for any money paid by such Guarantor to the Security Trustee and/or a Finance Party under this Guarantee or to prove in any Principal’s liquidation for the same or receive any payment, guarantee, indemnity or security for any rights such Guarantor may have against any Principal which do not arise from the giving of this Guarantee. If any Guarantor acts in contravention of this Clause any benefit received by such Guarantor as a result of that contravention shall (without prejudice to any other rights the Security Trustee may have against such Guarantor in respect of that breach) be held in trust for the Security Trustee as a continuing security for the Secured Liabilities.
9.5. Each Guarantor confirms to the Security Trustee that it has not taken or received (and will not take or r...
Postponement of Claims. All indebtedness and liabilities, present and future, of the Borrower to the Guarantor, together with each and every security therefor, is hereby postponed to all present and future indebtedness and liabilities of the Borrower to the ARC Lenders, and during the existence of an Event of Default all monies received by the Guarantor from the Borrower shall be received and held by the Guarantor in trust for the ARC Lenders and the holders of the Notes (as defined in the Credit Agreement) on a proportionate basis, and forthwith upon receipt paid over to the ARC Lenders and the holders of the Notes on a proportionate basis until the Borrower’s indebtedness and liabilities to the ARC Lenders and the holders of the Notes is finally paid and satisfied in full, all without prejudice to and without in any way limiting or lessening the liability of the Guarantor to the ARC Lenders under this Guarantee. Dated as of January 1, 2011.
