Common use of Payments to be Held in Trust Clause in Contracts

Payments to be Held in Trust. The Guarantor hereby unconditionally and irrevocably agrees, unless and until all of the Buyer’s Obligations shall have been irrevocably paid in full in cash or performed in full, not to exercise any rights that it may now have or hereafter acquire against the Buyer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guaranty and any right to participate in any claim or remedy of the Sellers against the Buyer, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from the Buyer, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right). If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the irrevocable payment in full in cash of the Obligations of the Buyer, such amount shall be received and held in trust for the benefit of the Sellers, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Sellers in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Obligations and all other amounts payable under this Guaranty, in accordance with the terms of this Agreement, whether matured or unmatured. The Guarantor shall not institute, and shall cause its respective Affiliates not to institute, any proceedings asserting and shall not in any case assert that this ARTICLE X is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Payments to be Held in Trust. The Each Guarantor hereby unconditionally and irrevocably agrees, unless and until all of the BuyerSeller’s Obligations shall have been irrevocably paid in full in cash or performed in full, not to exercise any rights that it may now have or hereafter acquire acquire, directly or indirectly, against the Buyer Seller that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations under or in respect of this Guaranty and any right to participate in any claim or remedy of the Sellers Purchaser against the BuyerSeller, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from the BuyerSeller, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right). If any amount shall be paid to the each Guarantor in violation of the immediately preceding sentence at any time prior to the irrevocable payment in full in cash of the Obligations of the BuyerSeller, such amount shall be received and held in trust for the benefit of the SellersPurchaser, shall be segregated from other property and funds of the each Guarantor and shall forthwith be paid or delivered to the Sellers Purchaser in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Obligations and all other amounts payable under this Guaranty, in accordance with the terms of this Agreement, whether matured or unmatured. The Each Guarantor shall not institute, and shall cause its their respective Affiliates not to institute, any proceedings asserting asserting, and shall not in any case assert assert, that this ARTICLE Article X is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).