Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Guaranteed Obligations, whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s Holdings understands and agrees, to the fullest extent permitted under law, that the liability of Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerGuaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerpersonnel, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditor on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Borrower Guaranteed Creditor repays pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Credit Agreement Party hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Relevant Guaranteed Obligations of the Borrower whether executed by any such GuarantorCredit Agreement Party, any other guarantor or by any other party, and no Guarantor’s the liability of each Credit Agreement Party hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerRelevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Relevant Guaranteed Party, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Relevant Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Borrower Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Credit Agreement Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction of the type described in Section 14.05, or (g) the lack of validity or enforceability of any Credit Document or any other instrument relating thereto.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such each Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agents or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Agents or such Lenders or such Hedging Agreement Provider repay the Borrower or Guarantor (including by depositing the Proceeds with a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or Guarantor) pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor the Company hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the each Designated Subsidiary Borrower whether executed by any such Guarantorthe Company, any other guarantor or by any other party, and no Guarantor’s the liability of the Company hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the each Designated Subsidiary Borrower or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the each Designated Subsidiary Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the each Designated Subsidiary Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Guaranteed Creditor repays to each Designated Subsidiary Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 13.05.

Nature of Liability. The liability of each Guarantor Borrower hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Relevant Guaranteed Obligations of the Borrower whether executed by any such GuarantorBorrower, any other guarantor or by any other party, and no Guarantor’s the liability of each Borrower hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerRelevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Relevant Guaranteed Party, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Relevant Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Borrower Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction of the type described in Section 14.05, or (g) the lack of validity or enforceability of any Credit Document or any other instrument relating thereto.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay by the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or Lenders, any Hedging Agreement Provider or any Cash Management Bank on the Credit Party Obligations which the Administrative Agent, such Lenders or Lenders, such Hedging Agreement Provider or such Cash Management Bank repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Secured Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Secured Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider other Secured Party on the Credit Party Secured Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders Agent or any Hedging Agreement Provider Secured Party on the Credit Party Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider repay Secured Party repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders any Lender, any Cash Management Bank or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders Lender, such Cash Management Bank or such Hedging Agreement Provider repay repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Sellers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower a Seller or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrowera Seller, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerServicer or any of the Originators, or (e) any payment made to the Administrative Agent, the Lenders Agent or any Hedging Agreement Provider other Secured Party on the Credit Party Guaranteed Obligations which that the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider repay the Borrower Secured Party repays to a Seller pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or (except to the extent received and applied to the reduction by payment of the Credit Party Obligations)or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders Agent or any Hedging Agreement Provider Secured Party on the Credit Party Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider repay Secured Party repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Co-Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Co-Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerCo-Borrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerCo-Borrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Co-Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor the Company hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower each Designated Subsidiary Account Party whether executed by any such Guarantorthe Company, any other guarantor or by any other party, and no Guarantor’s the liability of the Company hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower each Designated Subsidiary Account Party or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrowereach Designated Subsidiary Account Party, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowereach Designated Subsidiary Account Party, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Borrower Guaranteed Creditor repays to each Designated Subsidiary Account Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 9.05.

Nature of Liability. The liability of each Guarantor the Company hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower each Designated Subsidiary Account Party whether executed by any such Guarantorthe Company, any other guarantor or by any other party, and no Guarantor’s the liability of the Company hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower each Designated Subsidiary Account Party or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrowereach Designated Subsidiary Account Party, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowereach Designated Subsidiary Account Party, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Borrower Guaranteed Creditor repays to each Designated Subsidiary Account Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 9.05.

Nature of Liability. The liability of each Guarantor the Company hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the each Designated Subsidiary Borrower whether executed by any such Guarantorthe Company, any other guarantor or by any other party, and no Guarantor’s the liability of the Company hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the each Designated Subsidiary Borrower or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the each Designated Subsidiary Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the each Designated Subsidiary Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay the Guaranteed Creditor repays to each Designated Subsidiary Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 10.05.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Secured Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Secured Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders Lender, any Hedge Bank or any Hedging Agreement Provider Cash Management Bank on the Credit Party Secured Obligations which the Administrative Agent, such Lenders Lenders, such Hedge Bank or such Hedging Agreement Provider Cash Management Bank repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders any Lender, any Cash Management Bank or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders Lender, such Cash Management Bank or such Hedging Agreement Provider repay repays the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Subsidiary Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by such Subsidiary Guarantor, any such other Subsidiary Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Subsidiary Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on in respect of the Credit Party Obligations which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Subsidiary Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Obligations, whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s Holdings understands and agrees, to the fullest extent permitted under law, that the liability of Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditor on the Credit Party Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor.

Nature of Liability. The liability of each Parent Guarantor hereunder is joint and several and exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by such Parent Guarantor, any such other Parent Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Parent Guarantor hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. 9.4

Nature of Liability. The liability of each Guarantor Credit Party hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such GuarantorCredit Party, any other guarantor or by any other party, and no GuarantorCredit Party’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Credit Parties waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of each Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Parent Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Parent Guarantor hereunder shall not be affected or impaired by (ai) any direction as to application of payment by the Borrower or by any other party, or (bii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (ciii) any payment on or in reduction of any such other guaranty or undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (ev) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider Secured Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider Secured Creditors repay to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Domestic Guarantor hereunder is exclusive and independent of any security for or other guaranty Domestic Guaranty of the Credit Party Obligations indebtedness of the Borrower Company whether executed by any such Domestic Guarantor, any other guarantor Domestic Guarantor or by any other party, and no Domestic Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Company or by any other party, or (b) any other continuing or other guarantyDomestic Guaranty, undertaking or maximum liability of a guarantor Domestic Guarantor or of any other party as to the Credit Party Obligations indebtedness of the BorrowerCompany, or (c) any payment on or in reduction of any such other guaranty Domestic Guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerCompany, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Domestic Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (except to the extent the Credit Party Obligations are reduced thereby), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider subsequently repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives 110 any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each the Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such the Guarantor, any other guarantor or by any other party, and no the Guarantor’s liability hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking (except to the extent received and applied to the reduction by payment of the Credit Party Obligations) or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders Agent or any Hedging Agreement Provider Guaranteed Party on the Credit Party Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider repay Guaranteed Party repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Holdings hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower or any of its Subsidiaries whether executed by any such GuarantorHoldings, any other guarantor or by any other party, and no Guarantor’s the liability of Holdings hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower or any of its Subsidiaries or by any other party, ; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, Borrower or any of its Subsidiaries; or (c) any payment on or in reduction of any such other guaranty or undertaking, ; or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, ; or (e) any payment made to any Guaranteed Creditor on the Administrative Agent, Guaranteed Obligations which any such Guaranteed Creditor repays to the Lenders Borrower or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower of its Subsidiaries pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of each Guarantor the Company hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Subsidiary Borrowers whether executed by any such Guarantorthe Company, any other guarantor or by any other party, and no Guarantor’s the liability of the Company hereunder shall not be affected or impaired by (ai) any direction as to application of payment by the any Subsidiary Borrower or by any other party, or (bii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the BorrowerSubsidiary Borrowers, or (ciii) any payment on or in reduction of any such other guaranty or undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by the BorrowerSubsidiary Borrowers, or (ev) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Guaranteed Obligations which the Administrative Agent, such Agent or the Lenders or such Hedging Agreement Provider repay to the Borrower Subsidiary Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Foreign Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Foreign Borrower whether executed by any such Foreign Guarantor, any other guarantor or by any other party, and no Foreign Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Foreign Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Foreign Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Foreign Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations of the Foreign Borrower which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Foreign Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Foreign Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Parent Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Parent Borrower, or (e) any payment made to the Administrative Agent, the Lenders any Lender, any Cash Management Bank or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders Lender, such Cash Management Bank or such Hedging Agreement Provider repay repays the Parent Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives to the extent permitted by law any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each the Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such the Parent Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of the Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking except to the extent that such payment actually results in a permanent reduction of the Guaranteed Obligations, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Creditor on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each U.S. Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Company whether executed by any such U.S. Guarantor, any other guarantor or by any other party, and no U.S. Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Company or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerCompany, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerCompany, or (e) any payment made to the Administrative any Agent, the Lenders Lender or any Hedging Agreement Provider on the Credit Party Obligations of the Company which the Administrative such Agent, such Lenders Lender or such Hedging Agreement Provider repay repays the Borrower Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the U.S. Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor the MLP hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Obligations, whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s the MLP understands and agrees, to the fullest extent permitted under law, that the liability of the MLP hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditor on the Credit Party Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors MLP waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor.

Nature of Liability. The liability of each Guarantor hereunder ------------------- is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider Secured Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider Secured Creditors repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor Guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower any Credit Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Credit Party, or (e) any payment made to the Administrative Agent, the Lenders or any Secured Hedging Agreement Provider Counterparty or Treasury Management Counterparty on the Credit Party Obligations which the Administrative Agent, such Lenders or such Secured Hedging Agreement Provider repay the Borrower Counterparty or Treasury Management Counterparty received from any Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking undertaking, or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolutiondissolution of the Borrower or termination, termination or increase, decrease decrease, or change in personnel by of the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which indebtedness that the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium moratorium, or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Secured Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Secured Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Secured Obligations which the Administrative Agent, such Lenders or such Hedging Agreement 117 Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrower, whether executed by such Guarantor, any such other Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower any Credit Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Credit Party, or (e) any payment made to the Administrative Agent, the Lenders or any Secured Hedging Agreement Provider Counterparty or Treasury Management Counterparty on the Credit Party Obligations which the Administrative Agent, such Lenders or such Secured Hedging Agreement Provider repay the Borrower Counterparty or Treasury Management Counterparty received from any Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty Domestic Guaranty of the Credit Party Obligations indebtedness of the Borrower U.S. Borrowers whether executed by any such Guarantor, any other guarantor Guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the any U.S. Borrower or by any other party, or (b) any other continuing or other guarantyDomestic Guaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Credit Party Obligations indebtedness of the BorrowerU.S. Borrowers, or (c) any payment on or in reduction of any such other guaranty Domestic Guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any U.S. Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Lenders on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower U.S. Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Credit Agreement Party Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Credit Agreement Party Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Credit Agreement Party Guarantor hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerGuaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Credit Agreement Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction of the type described in Section 14.05, or (g) -187- the lack of validity or enforceability of any Credit Document or any other instrument relating thereto.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum 111 liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Parent hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Borrowers whether executed by Parent, any such other Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of Parent hereunder shall not be affected or impaired by (a) any direction as to application of payment by the any Borrower or by any other partyparty (other than for misappropriation of funds by the respective Bank), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the any Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, or (e) any payment made to the Administrative Agent, the Lenders Banks or any Hedging Agreement Provider the Interest Rate Protection Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Banks or such Hedging Agreement Provider Interest Rate Protection Creditors repay the to such Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Issuing Banks or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Issuing Bank or such Hedging Agreement Provider Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the any Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guarantor, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Subsidiary Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Borrowers whether executed by such Subsidiary Guarantor, any such other Subsidiary Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Subsidiary Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, DIP Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, DIP Agent or such Lenders or such Hedging Agreement Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Subsidiary Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor of the Subsidiary Guarantors hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower other Credit Parties whether executed by any such Guarantorthe Guarantors, any other guarantor or by any other party, and no Guarantor’s the liability of the Subsidiary Guarantors hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of any Credit Party Obligations of the BorrowerParty, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Credit Party, or (e) any payment made to the Administrative AgentAgents, the Lenders Issuing Bank or any Hedging Agreement Provider the Banks on the indebtedness that such Agents, the Issuing Bank or such Banks repay any Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Subsidiary Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Foreign Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Foreign Borrowers whether executed by any such Foreign Guarantor, any other guarantor or by any other party, and no Foreign Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Foreign Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerForeign Borrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerForeign Borrowers, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations of the Foreign Borrowers which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower Foreign Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Foreign Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Parent hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Borrowers whether executed by Parent, any such other Guarantor, any other guarantor or by any other (154) party, and no Guarantor’s the liability of Parent hereunder shall not be affected or impaired by (a) any direction as to application of payment by the any Borrower or by any other partyparty (other than for misappropriation of funds by the respective Bank), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the any Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, or (e) any payment made to the Administrative Agent, the Lenders Banks or any Hedging Agreement Provider the Interest Rate Protection Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Banks or such Hedging Agreement Provider Interest Rate Protection Creditors repay the to such Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider other Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider other Creditors repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingproceeding (the Guaranty shall be reinstated in the case of any such disgorgement), and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. Section 9.04.

Nature of Liability. The liability of each Guarantor of the Parent Guarantors hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Guarantoreach of the Parent Guarantors, any other guarantor or by any other party, and no Guarantor’s the liability of each of the Parent Guarantors hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditor on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Parent Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, 127 or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, Table of Contents reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. 107

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the a Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the a Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower receive pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by such Guarantor, any such other Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower Borrower, CFCC or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, Borrower or (c) CFCC or any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, Borrower or CFCC or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations Indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay to the Borrower or CFCC pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor of the Subsidiary ------------------- Guarantors hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower other Credit Parties whether executed by any such Guarantorthe Guarantors, any other guarantor or by any other party, and no Guarantor’s the liability of the Subsidiary Guarantors hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of any Credit Party Obligations of the BorrowerParty, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Credit Party, or (e) any payment made to the Administrative AgentAgents, the Lenders Issuing Bank or any Hedging Agreement Provider the Banks on the indebtedness that such Agents, the Issuing Bank or such Banks repay any Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Subsidiary Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the 150 Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Foreign Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Foreign Borrowers whether executed by any such Foreign Guarantor, any other guarantor or by any other party, and no Foreign Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the any Foreign Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the any Foreign Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any Foreign Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations of any Foreign Borrower which the Administrative Agent, Agent or such Lenders or repay such Hedging Agreement Provider repay the Foreign Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Foreign Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each the Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Loan Party Obligations of the Borrower whether executed by any such the Guarantor, any other guarantor or by any other party, and no the Guarantor’s liability hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking (except to the extent received and applied to the reduction by payment of the Loan Party Obligations) or maximum liability of a guarantor or of any other party as to the Credit Loan Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders Agent or any Hedging Agreement Provider Guaranteed Party on the Credit Loan Party Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider repay Guaranteed Party repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any 116 such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Subsidiary Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Subsidiary Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Subsidiary Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Subsidiary Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of each Guarantor hereunder is joint and several and exclusive and independent of any security for or other guaranty guarantee of the Credit Party Guaranteed Obligations of the Borrower or any Guarantor whether executed by such Guarantor, any such other Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty guarantee or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, any such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of Guarantor, to the Guarantors extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor the US Borrower hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Foreign Guaranteed Obligations of the Borrower whether executed by any such Guarantorthe US Borrower, any other guarantor or by any other party, and no Guarantor’s the liability of the US Borrower hereunder shall be is not affected or impaired by (a) any direction as to application of payment by any Subsidiary of the US Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerGuaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Subsidiary of the US Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditors on the Credit Party Guaranteed Obligations which any such Guaranteed Creditor repays to any Subsidiary of the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the US Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors US Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 14.05.

Nature of Liability. The liability of each Subsidiary Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Subsidiary Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Subsidiary Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Cash Management Bank or Hedge Bank on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider Cash Management Bank or Hedge Bank repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Domestic Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by such Domestic Guarantor, any such other Domestic Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Domestic Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any 120 Credit Agreement EXIDE TECHNOLOGIES other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Borrower or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on in respect the Credit Party Obligations which and that the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay to the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Domestic Guarantor hereby waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of each Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such Parent Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Parent Guarantor 156 hereunder shall not be affected or impaired by (ai) any direction as to application of payment by the Borrower or by any other party, or (bii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (ciii) any payment on or in reduction of any such other guaranty or undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (ev) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider Secured Creditors on the Credit Party Guaranteed Obligations which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider Secured Creditors repay to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. 161

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which indebtedness that the Administrative Agent, Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of each Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower Borrowers whether executed by any such Parent Guarantor, -97- 105 any other guarantor Guarantor or by any other party, and no Guarantor’s the liability of each Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider Secured Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider Secured Creditors repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any 143 |US-DOCS\140878708.9|| such Guarantor, any other guarantor Guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower any Credit Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Credit Party, or (e) any payment made to the Administrative Agent, the Lenders or any Secured Hedging Agreement Provider Counterparty or Treasury Management Counterparty on the Credit Party Obligations which the Administrative Agent, such Lenders or such Secured Hedging Agreement Provider repay the Borrower Counterparty or Treasury Management Counterparty received from any Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Credit Party hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such GuarantorCredit Party, any other guarantor or by any other party, and no GuarantorCredit Party’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement 105 Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Credit Parties waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guarantor, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Guaranteed Obligations of the Borrower whether executed by any such 54 60 Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, or (e) any payment made to the Administrative Agent, Agent or the Lenders or any Hedging Agreement Provider other Creditors on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders Agent or such Hedging Agreement Provider other Creditors repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingproceeding (the Guaranty shall be reinstated in the case of any such disgorgement), and each of the Guarantors Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. Section 9.04.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which that the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Holdings hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations indebtedness of each of the Borrower and the Account Party whether executed by any such GuarantorHoldings, any other guarantor or by any other party, and no Guarantor’s the liability of Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower Borrower, the Account Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations indebtedness of the BorrowerBorrower or the Account Party, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by either the BorrowerBorrower or the Account Party, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider Guaranteed Creditor on the Credit Party Obligations indebtedness which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay Guaranteed Creditor repays to either the Borrower or the Account Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder 106 shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower BorrowerBorrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower BorrowerBorrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Bank Product Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Bank Product Provider repay the Borrower BorrowerBorrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Collateral Agent or the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which that the Administrative Agent, the Collateral Agent or such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor Credit Party hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower Borrowers whether executed by any such GuarantorCredit Party, any other guarantor or by any other party, and no GuarantorCredit Party’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such 197 Hedging Agreement Provider repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Credit Parties waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (except to the extent the Credit Party Obligations are reduced thereby), or (d) any dissolution, termination or 117 increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider subsequently repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.