Common use of Payment, etc Clause in Contracts

Payment, etc. (a) In furtherance of the foregoing and not in limitation of any other right which the Banks or the Administrative Agent may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay or perform any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Banks or the Administrative Agent, forthwith pay, or cause to be paid, in cash, to the Administrative Agent, an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations and (iii) all other unpaid Obligations of the Borrower to the Administrative Agent and the Banks. (b) Each Guarantor agrees that to the fullest extent permitted by applicable law, all rights against the Borrower arising as a result of any payment by any Guarantor under this guaranty by way of right of subrogation or otherwise shall in all respects be junior and subordinate in right of payment to the prior indefeasible payment in full of all the Obligations to the Administrative Agent for the benefit of the Banks. If after the Borrower has failed to pay any Obligation when due, any amount shall be paid to any Guarantor for the account of the Borrower, such amount shall be held in trust for the benefit of the Administrative Agent and shall forthwith be paid to the Administrative Agent on behalf of the Banks to be credited and applied to the Obligations when due and payable. (c) Each Guarantor waives notice of and hereby consents to any agreements or arrangements whatsoever by the Banks or the Administrative Agent with the Borrower, or anyone else, including agreements and arrangements for payment, extension, subordination, composition, arrangement, discharge or release of the whole or any part of the Obligations, or for the discharge or surrender of any or all security, or for compromise, whether by way of acceptance of part payment or otherwise, and the same shall in no way impair such Guarantor's liability hereunder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full performance and payment of the Obligations.

Payment, etc. by the Guarantor. The Guarantor hereby unconditionally covenants and agrees that: (a) In furtherance of in the foregoing event Borrower shall fail to duly and not in limitation punctually pay any Liability on the date on which such payment is due (whether at scheduled maturity, by acceleration or otherwise); or (b) upon the occurrence of any other right Event of Default; the Guarantor will, within five (5) Business Days after the receipt of written notice from Agent demanding payment of either the amount of the Liability which Borrower has failed to pay (in the Banks case of a demand arising out of an event described in clause (a)) or up to the Administrative entire unpaid amount of the Liabilities (in the case of an event described in clause (b)), pay the entire amount of Liabilities demanded to Agent at its office at 231 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ immediately available funds. If the Guarantor fails to pay any such amount, Agent or any Bank may have at institute any action or proceeding, and make, obtain and enforce a judgment or final decree, against the Guarantor and collect in the manner provided by law or in equity against out of such Guarantor's property, wherever situated, all amounts adjudged or decreed to be payable. The Guarantor making any Guarantor by virtue hereofpayment hereunder shall also be entitled to a right of subrogation in respect of such payment from Borrower; provided, upon the failure of the Borrower to pay or perform any Obligation when and however, that so long as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Banks or the Administrative Agent, forthwith pay, or cause to be paid, in cash, to the Administrative Agent, an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations and (iii) all other unpaid Obligations of the Borrower to the Administrative Agent and the Banks. (b) Each Guarantor agrees that to the fullest extent permitted by applicable lawLiabilities remain outstanding, all rights of the Guarantor against the Borrower arising as a result of any payment by any Guarantor under this guaranty Borrower, by way of right of subrogation or otherwise otherwise, shall in all respects respects, as provided in the second paragraph of Section 2.3, be subordinate and junior and subordinate in right of payment to the prior indefeasible payment satisfaction in full of all the Obligations to the Administrative Agent for the benefit Liabilities and no payment in satisfaction of the Banks. If after the Borrower has failed to pay any Obligation when due, any amount such right of subrogation shall be paid to any Guarantor for the account of the Borrower, such amount shall be held in trust for the benefit of the Administrative Agent and shall forthwith be paid to the Administrative Agent on behalf of the Banks to be credited and applied to the Obligations when due and payable. (c) Each Guarantor waives notice of and hereby consents to any agreements or arrangements whatsoever made by the Banks or the Administrative Agent with the Borrower, or anyone elsedemanded or claimed by the Guarantor, including agreements and arrangements for payment, extension, subordination, composition, arrangement, discharge or release until such prior satisfaction in full of the whole or any part of the Obligations, or for the discharge or surrender of any or all security, or for compromise, whether by way of acceptance of part payment or otherwise, and the same shall in no way impair such Guarantor's liability hereunder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full performance and payment of the ObligationsLiabilities.