Common use of Payment by Guarantors Clause in Contracts

Payment by Guarantors. (a) Subject to Section 7.2(a), Non-US Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Guarantor by virtue hereof, that upon the failure of a Non-US Borrower to pay any of the Non-US 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. § 362(a)), Non-US Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)7.02, Non-US the U.S. Borrower and the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Guaranteed Party may have at law or in equity against any Non-US Guarantor of them by virtue hereof, that upon the failure of a Non-US any Borrower to pay any of the Non-US 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. § 362(a), or any comparable provision of any other Debtor Relief Law), Non-US Guarantors will the U.S. Borrower and the Guarantors, as applicable, shall upon demand pay, or cause to be paid, in Cashcash, to the Administrative Agent for the ratable benefit of Beneficiariesthe Guaranteed Parties, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy CodeCode or any other Debtor Relief Law, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy casecase or analogous proceeding under any Debtor Relief Law) and all other Non-US Guaranteed Obligations then owed to Beneficiaries the Guaranteed Parties as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a7.2 (Contribution by Guarantors), Non-US the Subsidiary Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Subsidiary Guarantor by virtue hereof, that upon the failure of a Non-US Borrower to pay any of the Non-US 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. § 362(a)) or any equivalent provision in any applicable jurisdiction), Non-US the Subsidiary Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s Borrower becoming the subject of a case under the Bankruptcy CodeCode or other similar legislation in any jurisdiction, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)Sections 7.2 and 7.13, Non-US the U.S. Guarantors and the Guarantors, as applicable, hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Guarantor by virtue hereof, that upon the failure of a Non-US the U.S. Borrower or the European Borrower, as applicable, to pay any of the Non-US applicable 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. § 362(a)) or any equivalent provision in any applicable jurisdiction), Non-US the U.S. Guarantors and the Guarantors, as applicable, will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US applicable Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s Borrowers’ becoming the subject of a case under the Bankruptcy CodeCode or other similar legislation in any jurisdiction, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower Borrowers for such interest in the related bankruptcy case) and all other Non-US applicable Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a7.2 (Contribution by Guarantors), Non-US the Subsidiary Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Subsidiary Guarantor by virtue hereof, that upon the failure of a Non-US the Borrower to pay any of the Non-US 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. § 362(a)) or any equivalent provision in any applicable jurisdiction), Non-US the Subsidiary Guarantors will upon demand pay, or cause to be paid, in Cashcash, to the Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s Borrower becoming the subject of a case under the Bankruptcy CodeCode or other similar legislation in any jurisdiction, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)Sections 7.02 and 7.14, Non-US the U.S. Borrower and the U.S. Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Secured Party may have at law or in equity against any Non-US Guarantor of them by virtue hereof, that upon the failure of a Non-US any Borrower to pay any of the Non-US U.S. 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. § 362(a), or any comparable provision of any other Debtor Relief Law), Non-US Guarantors will the U.S. Borrower and the U.S. Guarantors, as applicable, shall upon demand pay, or cause to be paid, in Cashcash, to the Administrative Agent for the ratable benefit of Beneficiariesthe Secured Parties, an amount equal to the sum of the unpaid principal amount of all Non-US U.S. Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US U.S. Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy CodeCode or any other Debtor Relief Law, would have accrued on such Non-US 160 U.S. Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy casecase or analogous proceeding under any Debtor Relief Law) and all other Non-US U.S. Guaranteed Obligations then owed to Beneficiaries the Secured Parties as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)Sections 7.02 and 7.14, Non-US the U.S. Borrower and the U.S. Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Secured Party may have at law or in equity against any Non-US Guarantor of them by virtue hereof, that upon the failure of a Non-US any Borrower to pay any of the Non-US U.S. 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. § 362(a)) or any comparable provision of any other Debtor Relief Law), Non-US Guarantors will the U.S. Borrower and the U.S. Guarantors, as applicable, shall upon demand pay, or cause to be paid, in Cashcash, to the Administrative Agent for the ratable benefit of Beneficiariesthe Secured Parties, an amount equal to the sum of the unpaid principal amount of all Non-US U.S. Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US U.S. Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy CodeCode or any other Debtor Relief Law, would have accrued on such Non-US U.S. Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy casecase or analogous proceeding under any Debtor Relief Law) and all other Non-US U.S. Guaranteed Obligations then owed to Beneficiaries the Secured Parties as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)9.02, Non-US Guarantors the Restricted Subsidiaries hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Guarantor Restricted Subsidiary by virtue hereof, that upon the failure of a Non-US Borrower to pay any of the Non-US 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. § 362(a)) or any equivalent provision in any applicable jurisdiction), Non-US Guarantors the Restricted Subsidiaries will upon demand pay, or cause to be paid, in Cash, to Administrative the Senior Facility Agent for the ratable benefit of the Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s Borrower becoming the subject of a case under the Bankruptcy CodeCode or other similar legislation in any jurisdiction, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a), Non-US Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-Non- US Guarantor by virtue hereof, that upon the failure of a Non-US Borrower to pay any of the Non-US 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. § 362(a)), Non-US Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)Sections 7.2 and 7.13, Non-US the U.S. Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US U.S. Guarantor by virtue hereof, that upon the failure of a Non-US any Borrower to pay any of the Non-US U.S. 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. § 362(a)) or any equivalent provision in any applicable jurisdiction), Non-US the U.S. Guarantors will upon demand pay, or cause to be paid, in CashCash in the currency in which the applicable Guaranteed Obligation is denominated, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US U.S. Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US U.S. Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy CodeCode or other similar legislation in any jurisdiction, would have accrued on such Non-US U.S. Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy case) and all other Non-US U.S. Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)) and subject to the limitations applicable to certain Non-U.S. Guarantors as set out in Section 7.14, Non-US U.S. Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Non-US U.S. Guarantor by virtue hereof, that upon the failure of a Non-US the Euro Borrower to pay any of the Non-US U.S. 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 section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Non-US U.S. Guarantors will upon demand pay, or cause to be paid, in Cash, to the Administrative Agent for the ratable benefit of the Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US U.S. Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US U.S. Guaranteed Obligations (including interest which, but for any Non-US the Euro Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Non-US U.S. Guaranteed Obligations, whether or not a claim is allowed against such Non-US the Euro Borrower for such interest in the related bankruptcy case) and all other Non-US U.S. Guaranteed Obligations then owed to Beneficiaries as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)7.2, Non-US Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Secured Party may have at law or in equity against any Non-US Guarantor by virtue hereof, that upon the failure of a Non-US the Borrower to pay or perform any of the Non-US Guaranteed Obligations when and as the same Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 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)), Non-US Guarantors will upon written demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s the Borrower becoming the subject of a case under the Bankruptcy Code, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US the Borrower for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaidaforesaid or in the case of Guaranteed Obligations other than payment obligations, will upon written demand cause such Guaranteed Obligations to be performed in full.

Payment by Guarantors. (a) Subject to Section 7.2(a)Sections 7.02 and 7.14, Non-US the U.S. Borrower and the U.S. Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary Secured Party may have at law or in equity against any Non-US Guarantor of them by virtue hereof, that upon the failure of a Non-US any Borrower to pay any of the Non-US U.S. Guaranteed Obligations when and as the 158 NY\6180200.13 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), or any comparable provision of any other Debtor Relief Law), Non-US Guarantors will the U.S. Borrower and the U.S. Guarantors, as applicable, shall upon demand pay, or cause to be paid, in Cashcash, to the Administrative Agent for the ratable benefit of Beneficiariesthe Secured Parties, an amount equal to the sum of the unpaid principal amount of all Non-US U.S. Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US U.S. Guaranteed Obligations (including interest which, but for any Non-US Borrower’s becoming the subject of a case under the Bankruptcy CodeCode or any other Debtor Relief Law, would have accrued on such Non-US U.S. Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower for such interest in the related bankruptcy casecase or analogous proceeding under any Debtor Relief Law) and all other Non-US U.S. Guaranteed Obligations then owed to Beneficiaries the Secured Parties as aforesaid.

Payment by Guarantors. (a) Subject to Section 7.2(a)7.2 and the Intercreditor Agreement, Non-US Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in SECOND LIEN CREDIT AGREEMENT EXECUTION 71 limitation of any other right which any Beneficiary may have at law or in equity against any Non-US Guarantor by virtue hereof, that upon the failure of a Non-US Borrower Company to pay any of the Non-US 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(a)), Non-US Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Non-US Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Non-US Guaranteed Obligations (including interest which, but for any Non-US Borrower’s Company's becoming the subject of a case under the Bankruptcy Code, would have accrued on such Non-US Guaranteed Obligations, whether or not a claim is allowed against such Non-US Borrower Company for such interest in the related bankruptcy case) and all other Non-US Guaranteed Obligations then owed to Beneficiaries as aforesaid.