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

Payment by Guarantors; Application of Payments. In furtherance of the foregoing and not in limitation of any other right that the Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any 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), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent or the Lenders (or any Affiliate of a Lender in the case of a Swap Contract) as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made to the Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Agent shall have absolute discretion as to the time of application of any payments received from any Guarantor.

Payment by Guarantors; Application of Payments. In furtherance of the foregoing and not in limitation of any other right that the Agent Administrative Agent, any Lender or any Lender L/C Issuer has at law or in equity against any Guarantor by virtue hereof, upon the failure of the any Borrower to pay any 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), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent Administrative Agent, the Lenders or the Lenders L/C Issuers (or any Affiliate of a US Lender in the case of a Specified Swap Contract) as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made to the Administrative Agent, for the account of the Lenders or the applicable L/C Issuer at the Administrative Agent’s payment office Payment Office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees and costsAttorney Costs) incurred by the Administrative Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent Administrative Agent, the Lenders and the Lenders L/C Issuers under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any payments received from any Guarantor.

Payment by Guarantors; Application of Payments. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any 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), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or the Lenders (or any Affiliate of a Lender in the case of a Swap Contract) as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made to the Administrative Agent, for the account of the Lenders at the Administrative Agent’s payment office Office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees, charges and disbursements of counsel to Administrative Agent, including fees and coststime charges for attorneys who may be employees of Administrative Agent) incurred by the Administrative Agent in connection with the exercise, enforcement or protection of any of the rights of the Administrative Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any payments received from any Guarantor.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby agree, jointly and severally, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the any Borrower to pay any of the Guaranteed Obligation 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(a)), each Guarantor hereby promises to and Guarantors will forthwith pay, or cause to be paid, in cash, to Agent for the ratable benefit of Lenders, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in the case of a Swap Contract) as designated therebybankruptcy with respect to any Borrower, in cash would have accrued on such Guaranteed ObligationObligations, whether or not a claim is allowed against any Borrower for such interest in any such bankruptcy proceeding) and all other Guaranteed Obligations then owed to Agent and/or Lenders as aforesaid. Except as otherwise expressly provided herein, all All such payments by any Guarantor hereunder shall be made applied promptly from time to time by Agent: FIRST, to the Agent, for the account payment of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment costs and expenses of any feescollection or other realization under this Guaranty and the Security Agreement, costs including reasonable compensation to Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with therewith; SECOND, to the exercise, enforcement or protection payment of any of the rights of the Agent and the Lenders under this Guarantyall other Guaranteed Obligations; and SecondTHIRD, to after payment in full of the all Guaranteed Obligations (Obligations, to the extent not included in clause First above) in accordance with Section 8.03 payment to Guarantors, or their successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the ---------------------------------------------- provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has Bank may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of Banks, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender 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 case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Banks and/or Agent as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of costs and expenses of any feescollection or other ----- realization under this Guaranty, costs including reasonable compensation to Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercisetherewith; Third, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any Guaranteed Obligation 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. § 362(a)), each Guarantor hereby promises to and the Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to the Administrative Agent or for the Lenders ratable benefit of Secured Parties, 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 (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to the Borrower, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against the Borrower for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Administrative Agent in the following order of priority: (a) to the Agent, for the account payment of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment costs and expenses of any feescollection or other realization under this Guaranty, costs or out-of-pocket expenses (including attorneys’ the reasonable costs, fees and costsexpenses of (i) the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection with the exercisetherewith, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) all in accordance with Section 8.03 the terms of this Guaranty and (ii) the Administrative Agent, in accordance with term of the Credit Agreement. The Agent shall have absolute discretion as ; (b) thereafter, to the time of application extent of any payments received from excess such payments, to the payment of all other Guarantied Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any Guarantorexcess such payments, to the payment to the applicable Guarantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Payment by Guarantors; Application of Payments. In Subject to the ---------------------------------------------- provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any Guaranteed Obligation 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)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Collateral Agent for the benefit of Beneficiaries, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in bankruptcy with respect to Borrower, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrower for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Collateral Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or ----- other realization under this Guaranty, costs including reasonable compensation to Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Collateral Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the payment of all other Guarantied Obligations in the ------ order described in subsection 3 of the Intercreditor Agreement; and Third, after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 ----- payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Administrative Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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. ss. 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Lenders, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in the case of bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a Swap Contractclaim is allowed against Company for such interest in any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Administrative Agent and/or Lenders as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Administrative Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or other realization under this Guaranty, costs including reasonable compensation to Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Administrative Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the payment of all other Guarantied Obligations in such order as Administrative Agent shall elect; and Third, after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any Guaranteed Obligation 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. Section 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand by Requisite Lenders or Agent (acting on behalf of Requisite Lenders) pay, or cause to be paid, in cash, to Agent for the ratable benefit of Lenders, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in bankruptcy with respect to the case of Borrower, would have accrued on such Guarantied Obligations, whether or not a Swap Contractclaim is allowed against the Borrower for such interest in any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Agent and/or Lenders as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or other realization under this Guaranty, costs including reasonable compensation to Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Agent shall have absolute discretion as to the time of application of any payments received from any Guarantor.therewith;

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Borrowers to pay any Guaranteed Obligation 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. § 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to the Administrative Agent or for the Lenders ratable benefit of Secured Parties, 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 (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to Borrowers, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Administrative Agent in the following order of priority : (a) to the Agent, for the account payment of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment costs and expenses of any feescollection or other realization under this Guaranty, costs or out-of-pocket expenses (including attorneys’ the reasonable costs, fees and costsexpenses of (i) the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection with the exercisetherewith, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) all in accordance with Section 8.03 the terms of this Guaranty and (ii) the Administrative Agent, in accordance with term of the Credit Agreement. The Agent shall have absolute discretion as (b) thereafter, to the time of application extent of any payments received from excess such payments, to the payment of all other Guarantied Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any Guarantorexcess such payments, to the payment to the applicable Guarantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Payment by Guarantors; Application of Payments. In Subject to the provisions of Section 2.2(a), the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that which the Agent or any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower any Company Party to pay any of the Guaranteed Obligation 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 or would otherwise accrue but for the operation provisions of the automatic stay under Section 362(a) of the any Bankruptcy CodeLaw), each Guarantor hereby promises to and the Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to the Agent or Secured Party for the Lenders ratable benefit of the Holders, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to such Company Party, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Company Party for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guaranteed Obligations then owed to the Holders as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Secured Party as set forth in the Note Documents. For the avoidance of doubt, notwithstanding any other provision of any Note Document to the Agentcontrary, for the account of the Lenders at the Agent’s no such payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, that is not a Qualified ECP Guarantor shall be applied: First, applied by the Secured Party or any Holder to the payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Agent shall have absolute discretion as to the time of application of any payments received from any GuarantorExcluded Swap Obligations.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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. article 362(a), each Guarantor hereby promises to and or any successor statute), Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of Lenders, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in the case of bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a Swap Contractclaim is allowed against Company for such interest in any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Agent and/or Lenders as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or other realization under this Guaranty, costs including reasonable compensation to Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the payment of all other Guarantied Obligations in such order as Agent shall elect; and Third, after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Borrowers to pay any Guaranteed Obligation 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. § 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to the Administrative Agent or for the Lenders ratable benefit of Secured Parties, 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 (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to Borrowers, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Administrative Agent in the following order of priority: (a) to the Agent, for the account payment of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment costs and expenses of any feescollection or other realization under this Guaranty, costs or out-of-pocket expenses (including attorneys’ the reasonable costs, fees and costsexpenses of (i) the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection with the exercisetherewith, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) all in accordance with Section 8.03 the terms of this Guaranty and (ii) the Administrative Agent, in accordance with term of the Credit Agreement. The Agent shall have absolute discretion as (b) thereafter, to the time of application extent of any payments received from excess such payments, to the payment of all other Guarantied Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any Guarantorexcess such payments, to the payment to the applicable Guarantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Payment by Guarantors; Application of Payments. In Subject to the ---------------------------------------------- provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has Bank may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of Banks, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender 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 case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Banks and/or Agent as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of costs and expenses of any feescollection or ----- other realization under this Guaranty, costs including reasonable compensation to Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercisetherewith; Third, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 ----- payment to Guarantor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.3(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Noteholder may have at law or in equity against any Guarantor by virtue hereof, that upon the failure any of the Borrower to pay any Guaranteed Obligation when and as the same shall become Guarantied Obligations becoming 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. § 362(a)), each Guarantor hereby promises to and will forthwith Guarantors will, upon demand of the Required Holders, pay, or cause to be paid, in cash, to the Agent or Noteholders, an amount equal to the Lenders sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in bankruptcy with respect to the Company, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against the Company for such interest in the case of a Swap Contractrelated bankruptcy proceeding) as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, and all payments by any Guarantor hereunder shall be made other Guarantied Obligations then owed to the Agent, for the account of the Lenders at the Agent’s payment office in DollarsNoteholders as aforesaid. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to After payment in full of all Guarantied Obligations, any remaining surplus amounts from such payments shall be paid to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application of any payments received from any Guarantorcompetent jurisdiction may direct.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Collateral Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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. Section 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Collateral Agent for the benefit of Guarantied Parties as provided in the Intercreditor Agreement, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in the case of bankruptcy with respect to Company, would have accrued on such Guarantied Obligations, whether or not a Swap Contractclaim is allowed against Company for such interest in any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Guarantied Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or other realization under this Guaranty, costs or out-of-pocket expenses (including attorneys’ reasonable fees and costs) expenses of Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the payment of all other Guarantied Obligations as provided in Section 4 of the Intercreditor Agreement; and Third, after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the ---------------------------------------------- provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any Guaranteed Obligation 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)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Collateral Agent for the benefit of Beneficiaries, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (or any Affiliate including, without limitation, interest which, but for the filing of a Lender petition in bankruptcy with respect to Borrower, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrower for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Beneficiaries as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Collateral Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the costs and expenses of any feescollection or ----- other realization under this Guaranty, costs including reasonable compensation to Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Collateral Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the payment of all other Guarantied Obligations in the ------ order described in Section 3 of the Intercreditor Agreement; and Third, after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 ----- payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent which Lender or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Borrowers, or any of them, to pay any Guaranteed Obligation 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. Section 362(a) or the operation of any other provision of law or any jurisdiction which would otherwise cause a stay of the payment of such amounts), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Lender, an amount equal to the Agent or sum of the Lenders 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 Borrowers, or any Affiliate of them, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers, or any of them, for such interest in any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Lender in the case of a Swap Contract) as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be appliedtime by Lender: First, to the payment of any fees, the costs or out-of-pocket and expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders collection or other realization under this Guaranty, including reasonable compensation to Lender and its agents and counsel, and all expenses, liabilities and advances made or incurred by Lender in connection therewith; and SecondThird, to after payment in full of the Guaranteed Obligations (all Guarantied Obligations, to the extent not included in clause First above) in accordance with Section 8.03 payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of the Credit Agreement. The Agent shall have absolute discretion as to the time of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Borrowers to pay any Guaranteed Obligation 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. Section 362(a)), each Guarantor hereby promises to and Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to the Administrative Agent or for the Lenders ratable benefit of Secured Parties, 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 (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to Borrowers, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against Borrowers for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guarantied Obligations then owed to Secured Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Administrative Agent in the following order of priority: (a) to the Agent, for the account payment of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to payment costs and expenses of any feescollection or other realization under this Guaranty, costs or out-of-pocket expenses (including attorneys’ the reasonable costs, fees and costsexpenses of (i) the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection with the exercisetherewith, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) all in accordance with Section 8.03 the terms of this Guaranty and (ii) the Administrative Agent, in accordance with term of the Credit Agreement. The Agent shall have absolute discretion as (b) thereafter, to the time of application extent of any payments received from excess such payments, to the payment of all other Guarantied Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any Guarantorexcess such payments, to the payment to the applicable Guarantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Payment by Guarantors; Application of Payments. In Subject to the provisions of Section 2.2(a), the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the Agent or which any Lender has Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower any Loan Party to pay any of the Guaranteed Obligation 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), each Guarantor hereby promises to and the Guarantors will forthwith upon demand (or automatically upon the occurrence of any Event of Default under Section 7.01(h) or Section 7.01(i) of the Credit Agreement) pay, or cause to be paid, in cash, to the Administrative Agent or for the Lenders ratable benefit of the Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (or any Affiliate including interest which, but for the filing of a Lender petition in bankruptcy with respect to such Loan Party, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Loan Party for such interest in the case of a Swap Contractrelated bankruptcy proceeding) and all other Guaranteed Obligations then owed to the Secured Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to time by the Administrative Agent as set forth in the Credit Agreement. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the Agentcontrary, for the account of the Lenders at the Agent’s no such payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, that is not a | Qualified ECP Guarantor shall be applied: First, applied by the Administrative Agent or any other Secured Party to the payment of any fees, costs or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guaranty; and Second, to payment in full of the Guaranteed Obligations (to the extent not included in clause First above) in accordance with Section 8.03 of the Credit Agreement. The Agent shall have absolute discretion as to the time of application of any payments received from any GuarantorExcluded Swap Obligations.

Payment by Guarantors; Application of Payments. In Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that the which Agent or any Lender has other Person may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower Company to pay any Guaranteed Obligation 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. Section 362(a)), each Guarantor hereby promises to any and all Guarantors will forthwith upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of the applicable Guarantied Parties, an amount equal to the Agent or sum of the Lenders unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations and on all other Guarantied Obligations on which interest has accrued pursuant to the terms of the Loan Documents (or any Affiliate including, without limitation, interest which, but for the filing of a Lender 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 any such bankruptcy proceeding) and all other Guarantied Obligations then owed to Agent and/or the case of a Swap Contract) applicable Guarantied Parties as designated thereby, in cash aforesaid. All such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made applied promptly from time to the time by Agent, for the account of the Lenders at the Agent’s payment office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied: First, to the payment of the reasonable costs and expenses of any feescollection or other realization under this Guaranty, costs including reasonable compensation to Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent in connection with the exercise, enforcement or protection of any of the rights of the Agent and the Lenders under this Guarantytherewith; and Second, to the ratable payment of all other Guarantied Obligations then due and payable in such order as Agent shall elect; and 337 Third, after payment in full of the Guaranteed all Guarantied Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the extent not included in clause First above) in accordance with Section 8.03 provisions of the Credit Agreement. The Agent shall have absolute discretion as , Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Guarantied Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), to the time payment to Guarantors, or their respective successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of application competent jurisdiction may direct, of any payments received surplus then remaining from any Guarantorsuch payments.