Common use of Payments; Application Clause in Contracts

Payments; Application. Each Guarantor hereby agrees with the Secured Party as follows: (a) Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured Party, without set-off, counterclaim or other defense and in accordance with Sections 4.2 and 4.3 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 and 4.3 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections shall be deemed to be references to each Guarantor, and references to “this Agreement” shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1) first, to the payment of all Obligations owing to the Secured Party pursuant to Section 10.3 of the Credit Agreement; (2) second, after payment in full of the amounts specified in clause (b)(1), to the payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3) third, after payment in full of the amounts specified in clauses (b)(1) and (b)(2), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections shall be deemed to be references to each Guarantor, and references to “this Agreement” shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Obligations owing to the Secured Party Administrative Agent pursuant to Section 10.3 11.3 of the Credit Agreement; (2ii) second, after payment in full of the amounts specified in clause (b)(1b)(i), to the ratable payment of all other Obligations owing to the Secured PartyParties, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving LoanLoans, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, Outstandings and then to Interest Rate Hedging Obligations, if any; and (3iii) third, after payment in full of the amounts specified in clauses (b)(1b)(i) and (b)(2b)(ii), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.8 of the Credit Agreement, free and clear of and without deduction for any Taxes, the each Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.8 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “"Borrower” " in such Sections shall be deemed to be references to each Guarantor, and references to “"this Agreement” " shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Obligations owing to the Secured Party pursuant to Section 10.3 of the Credit Agreement; Administrative Agent; (2ii) second, after payment in full of the amounts specified in clause (b)(1b)(i), to the ratable payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Parties (other than Hedging Obligations, if any); and (3iii) third, after payment in full of the amounts specified in clauses (b)(1b)(i) and (b)(2b)(ii), to the ratable payment of all Hedging Obligations with Lenders (at the time of creation thereof or thereafter becoming Lenders); and (iv) fourth, after payment in full of the amounts specified in clauses (b)(i), (b)(ii) and (b)(iii), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Guarantor hereby agrees with the Secured Party as follows: (a) : Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured Party, without set-off, counterclaim or other defense and in accordance with Sections 4.2 and 4.3 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 and 4.3 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections shall be deemed to be references to each Guarantor, and references to “this Agreement” shall be deemed to be references to this Guaranty. (b) . All payments made hereunder shall be applied upon receipt as follows: (1) : first, to the payment of all Obligations owing to the Secured Party pursuant to Section 10.3 of the Credit Agreement; (2) ; second, after payment in full of the amounts specified in clause (b)(1), to the payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3) and third, after payment in full of the amounts specified in clauses (b)(1) and (b)(2), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor hereby agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured Party, without set-off, counterclaim or other defense and in accordance with Sections 4.2 and 4.3 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be he bound by the provisions of Sections 4.2 4.4, 4.6 and 4.3 5.1 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that that, references to the “BorrowerBorrowers” in such Sections shall be deemed to be references to each Guarantor, and references to “this Agreement” in such Sections shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to pay any fees, indemnities, or expense reimbursements, then due to the Agents from the Borrowers; (ii) second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; (iii) third, to the payment in full of Unfunded Advances/Participations; (iv) fourth, to pay interest due in respect of the Revolving Loans; (v) fifth, to pay or prepay principal of the Swingline Loans and the Agent Advances; (vi) sixth, to pay or prepay principal of the Revolving Loans (other than Unfunded Advances/Participations the Swingline Loans and the Agent Advances), (vii) seventh, to pay or prepay unpaid reimbursement obligations in respect of, or cash collateralize, Letters of Credit (other than Unfunded Advances/Participations); (viii) eighth, to the payment of all Obligations owing any other Obligation due to an Agent or any Lender by the Secured Party pursuant to Section 10.3 Borrowers (including in respect of the Credit Agreement; Bank Products) and (2ix) second, after payment in full of the amounts specified in clause (b)(1), to the payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3) thirdninth, after payment in full of the amounts specified in clauses (b)(1b)(i) and through (b)(2b)(viii), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Subsidiary Guarantor hereby agrees with the each Secured Party as follows: (a) Each Subsidiary Guarantor agrees that all payments made by such Subsidiary Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, the each Subsidiary Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Subsidiary Guaranty by this reference as if set forth herein; provided, that references to the “"Borrower” " in such Sections shall be deemed to be references to each Subsidiary Guarantor, and references to “"this Agreement” " in such Sections shall be deemed to be references to this Subsidiary Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1) first, to the payment of all Obligations owing to the Secured Party pursuant to set forth in Section 10.3 4.7 of the Credit Agreement; (2) second. For purposes of this Subsidiary Guaranty, after payment the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in full accordance with the customary methods of calculating credit exposure under similar arrangements by the amounts specified in clause (b)(1)counterparty to such arrangements, to taking into account potential interest rate movements and the payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees respective termination provisions and expenses, then to accrued and unpaid interest, then to the outstanding notional principal amount and term of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest such Rate Hedging Obligations, if any; and (3) third, after payment in full of the amounts specified in clauses (b)(1) and (b)(2), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplusProtection Agreement.

Payments; Application. Each The Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor agrees that all All payments made by such the Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6, 4.7 and 4.3 4.9 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6, 4.7 and 4.3 4.9 of the Credit Agreement in respect of all payments made by it him hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, provided that references to the “"Borrower” " in such Sections shall be deemed to be references to each the Guarantor, and references to “"this Agreement” " shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Obligations owing to the Secured Party pursuant to Section 10.3 of the Credit Agreement; Administrative Agent; (2ii) second, after payment in full of the amounts specified in clause (b)(1b)(i), to the ratable payment of all other Obligations (other than Hedging Obligations) owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if anyParties; and (3iii) third, after payment in full of the amounts specified in clauses (b)(1b)(i) and (b)(2b)(ii), to the ratable payment of all Hedging Obligations with Lenders (at the time of creation thereof or thereafter becoming Lenders); and (iv) fourth, after payment in full of the amounts specified in clauses (b)(i), (b)(ii), and (b)(iii), and following the Termination Date, to such the Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each The Guarantor hereby agrees with the Secured each Lender Party as follows: (a) Each The Guarantor agrees that all payments made by such the Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-offsetoff, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxestaxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; providedPROVIDED, that references to the “"Borrower” " in such Sections shall be deemed to be references to each the Guarantor, and references to “"this Agreement” " in such Sections shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Guaranteed Obligations owing to the Secured Party pursuant Administrative Agent, in its capacity as the Administrative Agent (including the fees and expenses of counsel to Section 10.3 of the Credit Agreement; Administrative Agent), (2ii) second, after payment in full of the amounts specified in clause CLAUSE (b)(1b)(i), to the ratable payment of all other Obligations interest and fees owing with respect to the Additional Term Loans and all costs and expenses owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then Lender Parties pursuant to the outstanding principal amount terms of the Revolving LoanCredit Agreement, then to Letter of Credit Outstandingsuntil paid in full, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3iii) third, after payment in full of the amounts specified in clauses CLAUSES (b)(1b)(i) and (b)(2b)(ii), to the ratable payment of the principal amount of the Additional Term Loans then outstanding, (iv) fourth, after payment in full of the amounts specified in CLAUSES (b)(i) through (b)(iii), and following the Termination Date, to such the Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars the applicable Currency to the Secured PartyCollateral Agent, without set-offsetoff, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, the each Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” or the “Borrowers” in such Sections shall be deemed to be references to each Guarantor, and references to “this Agreement” in such Sections shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1) first, to the payment of all Obligations owing to the Secured Party pursuant to in accordance with Section 10.3 4.7 of the Credit Agreement;. (2c) secondNotwithstanding anything herein to the contrary, after payment at the Collateral Agent’s option, all payments under this Guaranty shall be made in full the United States. The obligations hereunder shall not be affected by any acts of any legislative body or governmental authority affecting the Borrowers, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the amounts specified Borrowers’ property, or by economic, political, regulatory or other events in clause (b)(1), to the payment of all other Obligations owing to countries where the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3) third, after payment in full of the amounts specified in clauses (b)(1) and (b)(2), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplusBorrowers are located.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor hereby agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured Party, without set-off, counterclaim or other defense and in accordance with Sections 4.2 and 4.3 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “"Borrower” " in such Sections shall be deemed to be references to each Guarantor, and references to “"this Agreement” " in such Sections shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Secured Obligations owing to the Secured Party pursuant Collateral Agent, in its capacity as the Collateral Agent (including the fees and expenses of counsel to Section 10.3 of the Credit Agreement; Collateral Agent), (2ii) second, after payment in full of the amounts specified in clause (b)(1b)(i), to the ratable payment of all other Obligations interest and fees owing with respect to the Credit Extensions and all costs and expenses owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then Parties pursuant to the outstanding principal amount terms of the Revolving LoanCredit Agreement, then to Letter of Credit Outstandingsuntil paid in full, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3iii) third, after payment in full of the amounts specified in clauses (b)(1b)(i) and (b)(2b)(ii), to the ratable payment of the principal amount of the Loans then outstanding, amounts owing to Secured Parties under Rate Protection Agreements and Cash Management Services Agreements, the aggregate Reimbursement Obligations then owing and Cash Collateralization (on terms satisfactory to the Collateral Agent) for contingent liabilities under Letters of Credit outstanding, (iv) fourth, after payment in full of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable payment of all other Secured Obligations owing to the Secured Parties, and (v) fifth, after payment in full of the amounts specified in clauses (b)(i) through (b)(iv), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each The Guarantor hereby agrees with the Secured Party Bank as follows: (a) Each The Guarantor agrees that all payments made by such the Guarantor hereunder will be made in Dollars to the Secured PartyBank, without set-off, counterclaim or other defense and in accordance with Sections 4.2 and 4.3 Section 5 of the Credit AgreementTerms and Conditions to the Facility Letter, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with taxes and be bound by that the provisions of Sections 4.2 and 4.3 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections such Section are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections Section shall be deemed to be references to each the Guarantor, and references to “this Agreement” in such Section shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Obligations fees and expenses of the Bank due and owing to the Secured Party pursuant to Section 10.3 3 of the Credit Agreement; Terms and Conditions to the Facility Letter and Section 2.1(b) of this Guaranty, (2ii) second, after payment in full of the amounts specified in clause (b)(1b)(i), to the payment of all other Obligations interest and fees owing with respect to the Facilities and the Advances thereunder and all costs and expenses owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then Bank pursuant to the outstanding principal amount terms of the Revolving LoanFacility Letter, then to Letter of Credit Outstandingsuntil paid in full, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if any; and (3iii) third, after payment in full of the amounts specified in clauses (b)(1b)(i) and (b)(2b)(ii), to the payment of the principal amount of the Facilities and following the Termination DateAdvances thereunder then outstanding, including amounts owing to the Bank and any obligations then owing for contingent liabilities, (iv) fourth, after payment in full of the amounts specified in clauses (b)(i) through (b)(iii), to such the payment of all other Liabilities owing to the Bank, and (v) fifth, after payment in full of the amounts specified in clauses (b)(i) through (b)(iv), to the Guarantor or any other Person lawfully entitled to receive such surplus.

Payments; Application. Each Subsidiary Guarantor hereby agrees with the each Secured Party as follows: (a) Each Subsidiary Guarantor agrees that all payments made by such Subsidiary Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, the each Subsidiary Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Subsidiary Guaranty by this reference as if set forth herein; provided, that references to the “Borrower” in such Sections shall be deemed to be references to each Subsidiary Guarantor, and references to “this Agreement” in such Sections shall be deemed to be references to this Subsidiary Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1) first, to the payment of all Obligations owing to the Secured Party pursuant to set forth in Section 10.3 4.7 of the Credit Agreement; (2) second. For purposes of this Subsidiary Guaranty, after payment the “credit exposure” at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in full accordance with the customary methods of calculating credit exposure under similar arrangements by the amounts specified in clause (b)(1)counterparty to such arrangements, to taking into account potential interest rate movements and the payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees respective termination provisions and expenses, then to accrued and unpaid interest, then to the outstanding notional principal amount and term of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest such Rate Hedging Obligations, if any; and (3) third, after payment in full of the amounts specified in clauses (b)(1) and (b)(2), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplusProtection Agreement.

Payments; Application. Each Guarantor hereby agrees with the each Secured Party as follows: (a) Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the Secured PartyAdministrative Agent, without set-off, counterclaim or other defense and in accordance with Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement, free and clear of and without deduction for any Taxes, the Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.2 4.6 and 4.3 4.7 of the Credit Agreement in respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Guaranty by this reference as if set forth herein; providedPROVIDED, that references to the “"Borrower” " in such Sections shall be deemed to be references to each Guarantor, and references to “"this Agreement” " shall be deemed to be references to this Guaranty. (b) All payments made hereunder shall be applied upon receipt as follows: (1i) first, to the payment of all Obligations owing to the Secured Party pursuant to Section 10.3 of the Credit AgreementAdministrative Agent; (2ii) second, after payment in full of the amounts specified in clause CLAUSE (b)(1B)(I), to the ratable payment of all other Obligations owing to the Secured Party, with such amounts applied first to fees and expenses, then to accrued and unpaid interest, then to the outstanding principal amount of the Revolving Loan, then to Letter of Credit Outstandings, then to Lender Guaranty Outstandings, and then to Interest Rate Hedging Obligations, if anyParties; and (3iii) third, after payment in full of the amounts specified in clauses CLAUSES (b)(1B)(I) and (b)(2B)(II), and following the Termination Date, to such Guarantor or any other Person lawfully entitled to receive such surplus.