Common use of Payment by Guarantor; Application of Payments Clause in Contracts

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by Representative: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of Without limiting any other right which any Beneficiary may have that the Lender has at law or in equity against the Guarantor by virtue hereof, that upon the failure of Company any Borrower to pay any of the Guarantied Obligations Guaranteed Obligation when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), the Guarantor hereby promises to and will upon demand forthwith pay, or cause to be paid, to the Lender as designated thereby, in cashcash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by the Guarantor hereunder shall be made to Representative the Lender within 10 days of written demand therefor in the currency in which the applicable Guaranteed Obligation was denominated and in Same Day Funds at the Lending Office for such currency. If any amount payable by the ratable benefit of BeneficiariesGuarantor under this Guaranty is not paid when due, an such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the sum of Default Rate. Payments received from the unpaid principal amount of all Guarantied Obligations then due as aforesaidGuarantor shall, accrued and unpaid interest on such Guarantied Obligations (includingunless otherwise expressly provided herein, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by Representativeapplied: First, to the payment of any fees, costs or out-of-pocket expenses (including the costs fees, charges and expenses disbursements of any collection counsel for the Lender) incurred by the Lender in connection with the exercise, enforcement or ----- other realization protection of any of the rights of the Lender under this Guaranty, including reasonable compensation to Representative ; and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, the Guaranteed Obligations (to the ----- payment extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Lender shall have absolute discretion as to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court time of competent jurisdiction may direct, application of any surplus then remaining payments received from such paymentsthe Guarantor.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, --------------------------------------------- in furtherance of the foregoing and not in limitation of any other right which Polyphase or any Beneficiary other person or entity may have at law or in equity against Guarantor by virtue hereof, that upon the failure of the Company to pay any of the Guarantied Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), Guarantor will upon demand forthwith pay, or cause to be paid, in cash, cash to Representative for the ratable benefit of Beneficiaries, Polyphase an amount equal to the sum of the unpaid principal amount of all Guarantied Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Guaranteed Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to the Company, would have accrued on such Guarantied Guaranteed Obligations, whether or not a claim is allowed against the Company for such interest in the related any such bankruptcy proceeding) and all other Guarantied Guaranteed Obligations then owed to Beneficiaries Polyphase as aforesaid. All such payments shall be applied promptly from time to time by RepresentativePolyphase: First, to the payment of the costs and expenses of any collection or ----- other realization under this GuarantyGuaranty or the Security Agreement executed by Guarantor in connection herewith (the "Security Agreement"), including reasonable compensation to Representative Polyphase and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative Polyphase in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Guaranteed Obligations, to the ----- payment to Guarantor, or its successors or and assigns, or to whomsoever whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Person may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company or a Subsidiary Guarantor to pay any of the Guarantied Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362 (S) 362(aa)), Guarantor will upon demand of any Noteholder pay, or cause to be paid, in cash, to Representative for the such holder on a ratable benefit of Beneficiariesbasis, an amount equal to the sum of the unpaid principal amount of all Guarantied Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Guaranteed Obligations (including, without limitation, including interest which, but for the filing of a petition in bankruptcy with respect to CompanyCompany or a Subsidiary Guarantor, would have accrued on such Guarantied Guaranteed Obligations, whether or not a claim is allowed against Company such debtor for such interest in the related any such bankruptcy proceeding) and all other Guarantied Guaranteed Obligations then owed to Beneficiaries to/or Noteholders as aforesaid. All such payments shall be applied promptly from time to time by Representativetime: First, to the payment of the costs and expenses of any collection collection, enforcement or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counselto, and all expenses, liabilities and advances made or incurred by Representative by, any agent or counsel acting on behalf of the Noteholders in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase AgreementGuaranteed Obligations; and Third, after payment in full of all Guarantied Guaranteed Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which Guarantied Party or any Beneficiary may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) Section 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by RepresentativeGuarantied Party: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative Guarantied Party and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative Guarantied Party in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative Guarantied Party shall elect pursuant to Section 2.5 of the Note Purchase Agreementelect; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.22.2(a), Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, including interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by Representative: First, to the payment Guarantied Party as provided in subsection 2.4D of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Credit Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which Guarantied Party or any Beneficiary may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company Valhi to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) Section 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to CompanyValhi, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company Valhi for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by Representative: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.Party:

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.22.2(a), Guarantor hereby agrees, agrees in furtherance of the foregoing and not in limitation of any other right which Lender or any Beneficiary other person may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company Borrower to pay any of the Guarantied Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) ss. 362(a)), Guarantor will upon demand forthwith pay, or cause to be paid, in cash, to Representative for the ratable benefit of BeneficiariesLender, an amount equal to the sum of the unpaid principal amount of all Guarantied Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Guaranteed Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to CompanyBorrower, would have accrued on such Guarantied Guaranteed Obligations, whether or not a claim is allowed against Company Borrower for such interest in the related any such bankruptcy proceeding) and all other Guarantied Guaranteed Obligations then owed to Beneficiaries Lender as aforesaid. All such payments shall be applied promptly from time to time by RepresentativeLender: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative Lender and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative Lender in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase AgreementGuaranteed Obligations; and Third, after payment in full of all Guarantied Guaranteed Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby --------------------------------------------- agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as aforesaid. All such payments shall be applied promptly from time to time by RepresentativeGuarantied Party: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative Guarantied Party and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative Guarantied Party in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative Guarantied Party shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which Agent or any Beneficiary other Person may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), Guarantor will upon demand by the Requisite Lenders or the Agent (acting on behalf of the Lenders) pay, or cause to be paid, in cash, to Representative Agent for the ratable benefit of BeneficiariesLenders, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company such Borrower for such interest in the related any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries Agent and/or Lenders as aforesaidaforesaid up to a maximum amount for all such payments of Thirty Million Dollars ($30,000,000). All such payments shall be applied promptly from time to time by Representative: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counsel, and all expenses, liabilities and advances made or incurred by Representative in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.Agent:

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Lender may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company Borrower to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) § 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Representative for the ratable benefit of BeneficiariesLender, an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to CompanyBorrower, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Company Borrower for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries Lender as aforesaid. All such payments shall be applied promptly from time to time by RepresentativeLender: First, to the payment of the costs and expenses of any collection or ----- other realization under this Guaranty, including reasonable compensation to Representative and its agents and counsel, and all out-of-pocket expenses, liabilities and advances made or incurred by Representative Lender in connection therewith; Second, to the payment of all other Guarantied Obligations in such ------ order as Representative Lender shall elect pursuant to Section 2.5 of the Note Purchase Agreementelect; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to Guarantor, or its their successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such payments.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Lender may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company either Borrower to pay any of the Guarantied Obligations Indebtedness when and as the same shall become dueclue, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) § 362(a)), but subject to extension to account for any applicable cure periods, Guarantor will upon demand pay, or cause to be paid, in cash, to Representative for the ratable benefit of Beneficiaries, Lender an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations Indebtedness then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations Indebtedness (including, without limitation, including interest which, but for the filing of a petition in bankruptcy with respect to Companyany Borrower, would have accrued on such Guarantied ObligationsIndebtedness, whether or not a claim is allowed against Company such Borrower for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations Indebtedness then owed to Beneficiaries Lender as aforesaid. All such payments shall be applied promptly from time to time by Representative: First, Lender to the payment of Indebtedness in the costs and expenses of any collection or ----- other realization manner determined by Lender in its sole discretion. Guarantor’s liability under this Guaranty will only be reduced by sums actually paid by Guarantor under this Guaranty, including reasonable compensation to Representative and its agents and counselbut will not be reduced by sums from any other source, and all expensesincluding, liabilities and advances made but not limited to, sums realized from any Collateral securing the Indebtedness or incurred this Guaranty, or payments by Representative in connection therewith; Second, to the payment of all anyone other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to than Guarantor, or its successors reductions by operation of law, judicial order or assigns, or equitable principles. Lender has the sole and absolute discretion to whomsoever may determine how sums shall be lawfully entitled to receive applied among guaranties of the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such paymentsIndebtedness.

Payment by Guarantor; Application of Payments. Subject to the --------------------------------------------- provisions of subsection 2.2, Guarantor hereby agrees, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Lender may have at law or in equity against Guarantor by virtue hereof, that upon the failure of Company CAS to pay any of the Guarantied Obligations Indebtedness when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the {B0739907} operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) § 362(a)), but subject to extension to account for any applicable cure periods, Guarantor will upon demand pay, or cause to be paid, in cash, to Representative for the ratable benefit of Beneficiaries, Lender an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations Indebtedness then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations Indebtedness (including, without limitation, including interest which, but for the filing of a petition in bankruptcy with respect to CompanyCAS, would have accrued on such Guarantied ObligationsIndebtedness, whether or not a claim is allowed against Company CAS for such interest in the related bankruptcy proceeding) and all other Guarantied Obligations Indebtedness then owed to Beneficiaries Lender as aforesaid. All such payments shall be applied promptly from time to time by Representative: First, Lender to the payment of Indebtedness in the costs and expenses of any collection or ----- other realization manner determined by Lender in its sole discretion. Guarantor’s liability under this Guaranty will only be reduced by sums actually paid by Guarantor under this Guaranty, including reasonable compensation to Representative and its agents and counselbut will not be reduced by sums from any other source, and all expensesincluding, liabilities and advances made but not limited to, sums realized from any Collateral securing the Indebtedness or incurred this Guaranty, or payments by Representative in connection therewith; Second, to the payment of all anyone other Guarantied Obligations in such ------ order as Representative shall elect pursuant to Section 2.5 of the Note Purchase Agreement; and Third, after payment in full of all Guarantied Obligations, to the ----- payment to than Guarantor, or its successors reductions by operation of law, judicial order or assigns, or equitable principles. Lender has the sole and absolute discretion to whomsoever may determine how sums shall be lawfully entitled to receive applied among guaranties of the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such paymentsIndebtedness.