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 Agent 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 Agent and forthwith upon receipt will be paid over to the Agent, 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 of the Credit Parties provided in Article 12 and will remain in full force and effect until, in the case of the assignment, the liability of the Credit Parties under the Loan Documents 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 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 Agent 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 Agent Lender and forthwith upon receipt will be paid over to the AgentLender, 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 of the Credit Parties provided in Article 12 Guarantee herein and will remain in full force and effect until, in the case of the assignment, the liability of the Credit Parties Guarantor under the Loan Documents 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.