Common use of Agreement to Pay; Subordination Clause in Contracts

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of any Other Credit Party or the Sponsor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of the Guarantor against any Other Credit Party or the Sponsor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to the Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against the any Guarantor by virtue hereof, upon the failure of the Borrower or any Other Credit Party or the Sponsor other Guarantor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of the such Guarantor against any Other Credit Party the Borrower or the Sponsor such other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to until the prior indefeasible payment in full occurrence of cash of all the Guaranteed ObligationsTermination Date. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over paid to the Administrative Agent (or if the Credit Agreement is no longer in effect and all Loan Document Obligations have been paid in full in cash but the exact form received by the Guarantor (duly endorsed by the Guarantor Termination Date has not occurred, then to the Administrative Agent, if requiredremaining Secured Parties as their interests shall appear) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party Lender has at law or in equity against the any Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower or any Other Credit other Loan Party or the Sponsor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party Lender as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Subsidiary Guarantor of any sums to the Administrative Agent or any Secured Party Lender as provided above, all rights of the such Subsidiary Guarantor against any Other Credit Party or the Sponsor Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of in cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to the any Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be turned over paid to the Administrative Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party Lender has at law or in equity against the any Subsidiary Guarantor by 119 virtue hereof, upon the failure of the Borrower or any Other Credit other Loan Party or the Sponsor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party Lender as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Subsidiary Guarantor of any sums to the Administrative Agent or any Secured Party Lender as provided above, all rights of the such Subsidiary Guarantor against any Other Credit Party or the Sponsor Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of in cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to the any Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be turned over paid to the Administrative Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Administrative Collateral Agent or any other Secured Party has at law or in equity against the any Guarantor by virtue hereof, upon the failure of the Borrower or any Other Credit other Loan Party or the Sponsor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Administrative Collateral Agent or any Secured Party as provided above, all rights of the such Guarantor against any Other Credit other Loan Party or the Sponsor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of cash in same day funds of all the Guaranteed Obligations. In addition, any indebtedness of any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If any amount shall erroneously be paid to the any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar rightright or (ii) any such indebtedness of a Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be turned over paid to the Administrative Collateral Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents.