Common use of Assignment and Postponement Clause in Contracts

Assignment and Postponement. (a) Upon the occurrence and during the continuance of an Event of Default, obligations, liabilities and indebtedness of the Company to a Guarantor and all security therefor (the “Intercorporate Indebtedness”) shall be held in trust for the Noteholders and shall be collected, enforced or proved subject to, and for the purpose of, this Note Guarantee and any payments received by a Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by such Guarantor and immediately paid to the Noteholders on account of the Guaranteed Obligations. (b) Upon the occurrence and during the continuance of an Event of Default, the Noteholders are entitled to receive payment of the Guaranteed Obligations in full before each Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness, including in any proceeding against any Obligated Party under any Debtor Relief Law. In such case, the Intercorporate Indebtedness shall not be released by such Guarantor until the Noteholders’ prior written consent to such release has been obtained. No Guarantor shall permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Noteholders.

Assignment and Postponement. (a) Upon the occurrence and during the continuance of an Event of Default, obligations, liabilities and indebtedness of the Company to a Guarantor and all any security therefor (the “Intercorporate Indebtedness”) shall be held in trust for the Noteholders holders of the Notes and shall be collected, enforced or proved subject to, and for the purpose of, this Note Guarantee and any payments received by a Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by such Guarantor and immediately paid to the Noteholders holders of the Notes on account of the Guaranteed Obligations. (b) Upon the occurrence and during the continuance of an Event of Default, the Noteholders holders of the Notes are entitled to receive payment of the Guaranteed Obligations in full before each Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness, including in any proceeding against any Obligated Party Obligor under any Debtor Relief Law. In such case, the Intercorporate Indebtedness shall not be released by such Guarantor until the Noteholdersholders of the Notes’ prior written consent to such release has been obtained. No Guarantor shall permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Noteholdersholders of the Notes.

Assignment and Postponement. (a) Upon the occurrence All debts and during the continuance liabilities of an Event of Defaultevery nature and kind, obligationswhether now or hereafter in existence, liabilities and indebtedness of the Company Borrower to a the Guarantor and all security therefor (the “Intercorporate "Subject Indebtedness”") are hereby assigned and transferred to the Lender as continuing collateral security for the obligations of the Guarantor hereunder. The Guarantor shall not assign the Subject Indebtedness or any part thereof to any person other than the Lender. The Subject Indebtedness shall be held in trust by the Guarantor for the Noteholders Lender and shall be collected, enforced or proved approved subject to, to and for the purpose of, of this Note Guarantee guarantee and any payments received by a the Guarantor in respect of the Intercorporate Indebtedness thereof shall be segregated from other funds and property held by such the Guarantor and immediately forthwith paid over to the Noteholders Lender on account of the Guaranteed Obligations. (b) Upon the occurrence and during the continuance of an Event of Default, the Noteholders are Subject Indebtedness. The Lender shall be entitled to receive payment of the Guaranteed Obligations Indebtedness in full before each the Guarantor is shall be entitled to receive any payment on account of the Intercorporate Subject Indebtedness, including in any proceeding against any Obligated Party under any Debtor Relief Law. In such case, the Intercorporate The Subject Indebtedness shall not be released or withdrawn by such the Guarantor until unless the Noteholders’ prior Lender's written consent to such release has been obtained. No or withdrawal is first obtained and the Guarantor shall not permit the prescription of the Intercorporate Subject Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, for or other evidence of, of the Intercorporate Subject Indebtedness except for the purpose of delivering the same to the NoteholdersLender.