Common use of Liability of Guarantors Absolute Clause in Contracts

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Creditors as contemplated in Section 5 hereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Creditors as contemplated in Section 5 hereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Partythe Borrower, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor Secured Party on the indebtedness which any of Secured Party repays the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Creditors Secured Parties as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor Secured Party on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor Secured Party repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Creditors Secured Parties as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty guarantee of the indebtedness of any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Partyother party, (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty guarantee or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuarantyGuarantee, (f) any payment made to any Creditor Secured Party on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor Secured Party repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Creditors Secured Parties as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty guarantee of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Partyother party, (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty guarantee or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuarantyGuarantee, (f) any payment made to any Guaranteed Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Guaranteed Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty guarantee of the indebtedness of any Borrower the Borrower, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever (other than the Satisfaction of the Guaranteed Obligations), including, without limitation: (a) any direction as to application of payment by any Borrower the Borrower, or any Loan Partyother party, (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty guarantee or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantythe Guarantee, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof1.5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any either Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any either Borrower or any Loan Party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any either Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any either Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Creditors as contemplated in Section 5 hereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower Borrower, any other Guaranteed Party or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any BorrowerBorrower or any other Guaranteed Party, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Guaranteed Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Party, other party; (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, undertaking; (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, ; (e) the failure of a any Guarantor to receive any benefit from or as a result of its execution, ; delivery and performance of this Guaranty, ; (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding; (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof; or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower whether executed by such Guarantor, any other GuarantorObligor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: limitation (and each Obligor hereby waives any defense arising from any of the following): (a) any direction as to application of payment by any Borrower Obligor or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Secured Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any BorrowerObligor, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any Borrower Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof17.05 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Secured Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitationby: (a) any direction as to application of payment by any the Borrower or any Loan Party, other party; (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, undertaking; (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, ; (e) the failure of a such Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, ; (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding; (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof.; or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor. Table of Contents

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower whether executed by such Guarantor, any other GuarantorObligor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower Obligor or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Secured Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any BorrowerObligor, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any Borrower Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof17.05 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Secured Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower the Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor Guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower the Borrowers, or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment pay-ment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any either Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any a Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium xxxx-torium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower the Borrowers whether executed by such Guarantor, any the other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower the Borrowers or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrowerof the Borrowers, (e) the failure of a either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor on any of the Guaranteed Obligations indebtedness which the Administrative Agent and/or any Creditor repays any Borrower of the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower the Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Party, other party; (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, undertaking; (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding; (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof, or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower or any Borrower other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower, any Borrower other Guaranteed Party or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any Borrowerother Guaranteed Party, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereofhereof or (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or by any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) guarantor or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any the Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Lender Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Lender Creditor repays any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Lender Creditors as contemplated in Section 5 hereof6 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any Borrower the Company whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower the Company or any Loan PartyGuarantor, (b) any other continuing or other guarantyGuaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Note Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty Guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrowerthe Company, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuarantyGuaranty Agreement, (f) any payment made to any Creditor holder of a Note on any of the Guaranteed Obligations which any holder of a Note repays the Administrative Agent and/or any Creditor repays any Borrower Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations Guaranteed Obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Creditors holders of the Notes as contemplated in Section 5 hereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower the UK Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any UK Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any UK Borrower or any other party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty guarantee of the indebtedness of the Borrower or any Borrower other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever (other than the Satisfaction of the Guaranteed Obligations), including, without limitation: (a) any direction as to application of payment by the Borrower, any Borrower other Guaranteed Party or any Loan Partyother party, (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty guarantee or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any Borrowerother Guaranteed Party, (e) the failure of a the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantythe Guarantee, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays the Borrower or any Borrower other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof1.5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of any Borrower the Dutch Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Dutch Borrower or any Loan Partyother party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) or of any other party as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Personundertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor on the indebtedness which any of the Guaranteed Obligations which the Administrative Agent and/or any Secured Creditor repays any Dutch Borrower or any other party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereofhereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guaranty of the indebtedness of any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any Loan Party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower, (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Bank Creditor on any of the Guaranteed Obligations which the Administrative Agent and/or any Bank Creditor repays any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding or (g) any action or inaction by the Bank Creditors as contemplated in Section 5 hereof.