Common use of Continuation and Reinstatement, etc Clause in Contracts

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or reorganization of Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this Article 9, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all the Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such Obligation, together with all security interests, if any, then held by the Administrative Agent in respect of such Obligation, to the Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments.

Continuation and Reinstatement, etc. (a) Each Guarantor of the Guarantors further agrees that its Guaranty guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party Parties upon the bankruptcy or other reorganization of any Borrower or a Guarantorany other guarantor of the Guaranteed Obligations (including the Guarantors), or otherwise. In furtherance of the provisions of this Article 9Guaranty Agreement, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party Parties may have at law or in equity against the Borrower, a Guarantor any Borrower or any other Person guarantor of the Guaranteed Obligations (including the Guarantors), by virtue hereof, upon failure of the any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor the Guarantors hereby promises promise to and will, upon receipt of written demand by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit on behalf of the Secured Parties (as applicable) Lenders in cash an amount equal to the unpaid amount of all Guaranteed Obligations arising in connection with the Obligations Loan Agreement together with interest thereon on the portion thereof that represents outstanding Loans (as defined in the Loan Agreement, “Loans”) at a rate of interest equal to the rate specified provided for in Section 2.10(a) hereof, and thereupon 2.06 of the Administrative Agent shall assign such Obligation, together with all security interests, if any, then held Loan Agreement. Upon payment by the Administrative Agent in respect Guarantors of such Obligationany sums to any of the Secured Parties hereunder, to all rights of the Guarantors making such payment; such assignment to against the Borrowers, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the rights prior final and indefeasible payment in full of all the Guaranteed Obligations to the Secured Parties. If an amount shall be paid to any Guarantor for the account of any Borrower in respect of the Administrative Agent on behalf rights referred to in the preceding sentence, such amount shall be held in trust for the benefit of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and Lenders to be pro tanto credited and applied to the extent to which the Obligation in question was discharged by the Guarantor Guaranteed Obligations, whether matured or Guarantors making such paymentsunmatured.

Continuation and Reinstatement, etc. (ai) Each Guarantor further agrees that its Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this Article 9Section 11.03, and not in limitation of any other right which any of that the Administrative Agent, the Issuing Bank, any Lender Agent or any other Secured Party may have at law or in equity against the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent on behalf of itself and/or any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured PartyParties, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself and/or the other Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all the such unpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.10(a) hereof2.07(b), and thereupon the Administrative Agent shall assign such Obligation, together with all security interests, if any, then held by the Administrative Agent in respect of such Obligation, to the Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent (on behalf of the Secured Parties Parties) with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments.. (ii) All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent (for the benefit of the Secured Parties) or directly to any other Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to, and shall not be exercised by such Guarantor until the Termination Date. If any amount shall be paid to such Guarantor for the account of the Borrower (and such payment is not explicitly permitted to be made to such Guarantor under any provision of any Loan Document (including Section 7.07 hereof)), such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent (on behalf of the Secured Parties) to be credited and applied to the Obligations, whether matured or unmatured. SECTION 11.04

Continuation and Reinstatement, etc. (a) Each Guarantor of the Corporate Guarantors further agrees that its Guaranty guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on or any fees on any Guaranteed Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party Agent upon the bankruptcy or reorganization of the Borrower or a any other Corporate Guarantor, or otherwise. In furtherance of the provisions of this Article 9, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party Agent may have at law or in equity against the Borrower, Borrower or a Corporate Guarantor or any other Person person by virtue hereof, upon failure of the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor of the Corporate Guarantors hereby promises to and will, upon receipt of written demand by any the Agent on behalf of the Administrative Agent, the Issuing Bank, any Lender or any other Secured PartyLenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) Lenders in cash an amount equal to the unpaid amount of all the Guaranteed Obligations with interest thereon on the portion thereof that represents outstanding loans and/or reimbursement obligations with respect to Letters of Credit (but without duplication of interest included in such Guaranteed Obligations) at a rate of interest equal to the rate specified in Section 2.10(a2.9(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent in respect of such Guaranteed Obligation, to the Corporate Guarantors making such payment; such assignment to be subordinate and junior first to the rights of the Administrative Agent on behalf of the Secured Parties Lenders and second to either of the Guarantors if applicable under the Priority and Contribution Agreement with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Corporate Guarantor or Corporate Guarantors making such payments.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or reorganization of any Borrower or a any Guarantor, or otherwise. In furtherance of the provisions of this Article 98, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Credit Agreement Secured Party may have at law or in equity against the any Borrower, a any Guarantor or any other Person by virtue hereof, upon failure of the any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each applicable Guarantor hereunder of such Obligation hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, Agent (acting at the Issuing Bank, any Lender or any other request of a Credit Agreement Secured Party), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Credit Agreement Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all the Obligations such Obligation with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a2.12(a) hereof, and thereupon the Administrative Agent shall assign assign, without recourse and without representation or warranty of any kind, such Obligation, together with and shall instruct the Collateral Trustee or the Tranche A Collateral Agent (as applicable), without recourse and without representation or warranty of any kind, to assign all security interests, if any, then held by the Administrative Agent Collateral Trustee or the Tranche A Collateral Trustee (as applicable), in respect of such Obligation, to the Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Collateral Agent, the Collateral Trustee or the Tranche A Collateral Agent on behalf of the Credit Agreement Secured Parties, the Secured Parties or the Lenders owed the Adjusted Tranche A Obligations (as applicable) with regard to amounts payable by the any Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceedingPost-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its Guaranty guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Borrower Borrowers or a Guarantor, any other guarantor of any of the Guaranteed Obligations or otherwise. In furtherance of the provisions of this Article 9Guaranty Agreement, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against the Borrower, a Guarantor Borrowers or any other Person guarantor of any of the Guaranteed Obligations, by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured PartyLender, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash Lender an amount equal to the unpaid amount of all Guaranteed Obligations arising in connection with the Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such ObligationLoan Agreement, together with interest on the portion thereof that represents outstanding Obligations at the rate provided for in the Loan Agreement. All rights of Guarantor against Borrowers or any other guarantor of the Obligations arising by way of right of subrogation or otherwise shall in all security interests, if any, then held by the Administrative Agent in respect of such Obligation, to the Guarantors making such payment; such assignment to respects be subordinate and junior in right of payment to the rights prior payment in full of all the Guaranteed Obligations to Lender. In furtherance of the Administrative Agent on behalf foregoing, until the Guaranteed Obligations have been paid in full, (i) Guarantor hereby postpones and agrees not to exercise any right of subrogation, contribution or indemnification Guarantor has or may have as against Borrowers or any other guarantor of the Secured Parties Obligations with regard respect to amounts payable by the Borrower Guaranteed Obligations; (ii) Guarantor hereby postpones and agrees not to exercise any right to proceed against Borrowers or any other Person now or hereafter liable on account of the Obligations for contribution, indemnity, reimbursement, or any other similar rights (irrespective of whether direct or indirect, liquidated or contingent) with respect to the Guaranteed Obligations; and (iii) Guarantor hereby postpones and agrees not to exercise any right it may have to proceed or to seek recourse against or with respect to any property or asset of Borrowers or any other Person now or hereafter liable on account of the Obligations in connection with respect of the remaining unpaid Obligations (including interest accruing on and after Guaranteed Obligations. If an amount shall be paid to Guarantor for the filing account of any petition Borrowers in bankruptcy or respect of reorganization the rights referred to in this paragraph, such amount shall be held in trust for the benefit of an obligor whether or not post filing interest is allowed in such proceeding) and Lender to be pro tanto credited and applied to the extent to which the Obligation in question was discharged by the Guarantor Guaranteed Obligations, whether matured or Guarantors making such paymentsunmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or reorganization of any Borrower or a any Guarantor, or otherwise. In furtherance of the provisions of this Article 98, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against the any Borrower, a any Guarantor or any other Person by virtue hereof, upon failure of the any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each applicable Guarantor hereunder of such Obligation hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, Agent (acting at the Issuing Bank, any Lender or any other request of a Secured Party), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all the Obligations such Obligation with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a2.12(a) hereof, and thereupon the Administrative Agent shall assign assign, without recourse and without representation or warranty of any kind, such Obligation, together with and shall instruct the Collateral Agent or the Tranche A Collateral Agent (as applicable), without recourse and without representation or warranty of any kind, to assign all security interests, if any, then held by the Administrative Collateral Agent or the Tranche A Collateral Agent (as applicable), in respect of such Obligation, to the Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent, the Collateral Agent or the Tranche A Collateral Agent on behalf of the Secured Parties or the Lenders owed the Adjusted Tranche A Obligations (as applicable) with regard to amounts payable by the any Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceedingPost-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its Guaranty guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Borrower or a Guarantor, any other guarantor of any of the Guaranteed Obligations or otherwise. In furtherance of the provisions of this Article 9Guaranty Agreement, and not in limitation of any other right which any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against the Borrower, a Guarantor Borrower or any other Person guarantor of any of the Guaranteed Obligations, by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured PartyLender, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) Lender in cash an amount equal to the unpaid amount of all Guaranteed Obligations arising in connection with the Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such ObligationLoan Agreement, together with interest on the portion thereof that represents outstanding Obligations at the rate provided for in the Loan Agreement. All rights of Guarantor against Borrower or any other guarantor of the Obligations arising by way of right of subrogation or otherwise shall in all security interests, if any, then held by the Administrative Agent in respect of such Obligation, to the Guarantors making such payment; such assignment to respects be subordinate and junior in right of payment to the rights prior payment in full only in cash of all the Guaranteed Obligations to Lender. In furtherance of the Administrative Agent on behalf foregoing, until the Guaranteed Obligations have been paid in full in cash, (i) Guarantor hereby postpones and agrees not to exercise any right of subrogation, contribution or indemnification Guarantor has or may have as against Borrower or any other guarantor of the Secured Parties Obligations with regard respect to amounts payable by the Guaranteed Obligations; (ii) Guarantor hereby postpones and agrees not to exercise any right to proceed against Borrower or any other Person now or hereafter liable on account of the Obligations for contribution, indemnity, reimbursement, or any other similar rights (irrespective of whether direct or indirect, liquidated or contingent) with respect to the Guaranteed Obligations; and (iii) Guarantor hereby postpones and agrees not to exercise any right it may have to proceed or to seek recourse against or with respect to any property or asset of Borrower or any other Person now or hereafter liable on account of the Obligations in respect of the Guaranteed Obligations. If an amount shall be paid to Guarantor for the account of Borrower in connection with respect of the remaining unpaid Obligations (including interest accruing on and after rights referred to in this paragraph, such amount shall be held in trust for the filing benefit of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and Lender to be pro tanto credited and applied to the extent to which the Obligation in question was discharged by the Guarantor Guaranteed Obligations, whether matured or Guarantors making such paymentsunmatured.