Common use of Agreement to Pay; Subordination Clause in Contracts

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that U.K. Administrative Agent, Canadian Administrative Agent or any other Euro Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Euro Credit Party to pay 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 forthwith pay, or cause to be paid, to U.K. Administrative Agent, Canadian Administrative Agent or such other Euro Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against any Euro Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Credit Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Euro Credit Party, such amount shall be held in trust for the benefit of the Euro Secured Parties and shall forthwith be paid to U.K. Administrative Agent or Canadian Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the U.K. Administrative Agent, Canadian Administrative Agent or any other Euro Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Euro Credit Loan Party to pay 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 forthwith pay, or cause to be paid, to the U.K. Administrative Agent, Canadian Administrative Agent or such other Euro Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against any Euro Credit Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Credit Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Euro Credit Loan Party, such amount shall be held in trust for the benefit of the Euro Secured Parties and shall forthwith be paid to the U.K. Administrative Agent or Canadian Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that U.K. Administrative Agent, Canadian Administrative Agent the Agents or any other Euro Foreign Secured Party Creditor has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Euro Credit Party to pay any Non-U.S. Guaranteed 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 forthwith pay, or cause to be paid, to U.K. Administrative Agent, Canadian the Administrative Agent or such other Euro Non-U.S. Secured Party Creditor as designated thereby in cash the amount of such unpaid Non-U.S. Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Collateral Agent Agents or any Foreign Secured Party Creditor as provided above, all rights of such Guarantor against any Euro Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Non-U.S. Guaranteed Obligations. In addition, any indebtedness of any Euro Credit Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Non-U.S. Guaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Euro Credit Party, such amount shall be held in trust for the benefit of the Euro Foreign Secured Parties Creditors and shall forthwith be paid to U.K. Administrative Agent or Canadian Administrative Agent the Agents to be credited against the payment of the Non-U.S. Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that U.K. Administrative Agent, Canadian the Administrative Agent or any other Euro Secured Party has at law or in equity against any the Guarantor by virtue hereof, upon the failure of the Foreign Borrower or any Euro Credit other Loan Party to pay any Foreign Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to U.K. Administrative Agent, Canadian the Administrative Agent or such other Euro Secured Party as designated thereby in cash the amount of such unpaid Foreign Borrower Obligations. Upon payment by any the Guarantor of any sums to the Collateral Administrative Agent or any Secured Party as provided above, all rights of such the Guarantor against any Euro Credit Party the Foreign Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Foreign Borrower Obligations. In addition, any indebtedness of any Credit Party the Foreign Borrower now or hereafter held by any the Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the ObligationsForeign Borrower Obligations during the existence of an Event of Default. If any amount shall erroneously be paid to any the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Euro Credit Partythe Foreign Borrower, such amount shall be held in trust for the benefit of the Euro Secured Parties and shall forthwith be paid to U.K. Administrative Agent or Canadian the Administrative Agent to be credited against the payment of the Foreign Borrower Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.