Common use of Trustee and Security Agent to Effectuate Subordination of Heye International GmbH Subsidiary Guarantee Clause in Contracts

Trustee and Security Agent to Effectuate Subordination of Heye International GmbH Subsidiary Guarantee. Each Holder of a Note, by its acceptance thereof, acknowledges the fact that it is a condition of the granting by Heye International GmbH (“Heye”) of a Guarantee, that any claims by the Security Agent and/or the Trustee against Heye under its Guarantee be subordinated to the claims by Unicredit Bank AG (formerly Bayerische Hypo- und Vereinsbank A.G.) and its affiliates (“HVB”) against Heye under the two bilateral credit facilities granted to Heye by HVB (the “Heye Guarantee Subordination”). Accordingly, each Holder of a Note, by its acceptance thereof, consents and agrees to the abovementioned Heye Guarantee Subordination and (i) will be deemed to have authorized and directed the Trustee and the Security Agent to sign such documents, agreements or deeds as may be expedient, necessary or otherwise required to give effect to the Heye Guarantee Subordination and (ii) ratifies and confirms the actions of the Trustee and the Security Agent under sub-clause (i) of this Section 10.09.

Trustee and Security Agent to Effectuate Subordination of Heye International GmbH Subsidiary Guarantee. Each Holder of a Note, by its acceptance thereof, acknowledges the fact that it is a condition of the granting by Heye International GmbH (“Heye”) of a Guarantee, that any claims by the Security Agent and/or the Trustee against Heye under its Guarantee be subordinated to the claims by Unicredit Bank AG (formerly Bayerische Hypo- und Vereinsbank A.G.) and its affiliates (“HVB”) against Heye under the two bilateral credit facilities granted to Heye by HVB (the “Heye Guarantee Subordination”). Accordingly, each Holder of a Note, by its acceptance thereof, consents and agrees to the abovementioned Heye Guarantee Subordination and (i) will be deemed to have authorized and directed the Trustee and the Security Agent to sign such documents, agreements or deeds as may be expedient, necessary or otherwise required to give effect to the Heye Guarantee Subordination and (ii) ratifies and confirms the actions of the Trustee and the Security Agent under sub-clause section (i) of this Section 10.09.

Trustee and Security Agent to Effectuate Subordination of Heye International GmbH Subsidiary Guarantee. Each Holder of a Note, by its acceptance thereof, acknowledges the fact that it is a condition of the granting by Heye International GmbH (“Heye”) of a Guarantee, that any claims by the Security Agent and/or the Trustee against Heye under its Guarantee be subordinated to the claims by Unicredit Bank AG (formerly Bayerische Hypo- und Vereinsbank A.G.) and its affiliates (“HVB”) against Heye under the two bilateral credit facilities granted to Heye by HVB (the “Heye Guarantee ​ ​ Subordination”). Accordingly, each Holder of a Note, by its acceptance thereof, consents and agrees to the abovementioned Heye Guarantee Subordination and (i) will be deemed to have authorized and directed the Trustee and the Security Agent to sign such documents, agreements or deeds as may be expedient, necessary or otherwise required to give effect to the Heye Guarantee Subordination and (ii) ratifies and confirms the actions of the Trustee and the Security Agent under sub-clause (i) of this Section 10.09.