Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders, the Issuing Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Guarantied Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders, such Issuing Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Guarantied Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender or Issuing Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. The liability of each Credit Party U.S. Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each U.S. Borrower hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party U.S. 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 by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Borrower guarantees the same Relevant Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in such U.S. Borrower with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. This Guaranty shall constitute a guaranty of payment, and not of collection. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agreesand, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall not be affected or impaired by by: (a) any direction as to application of payment by any Borrower, any other Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment of the Guaranteed Obligations in connection with the Payment in Full Datecash), or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower or any other Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.05, 6 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligations, Obligations of the Borrowers or any other Guaranteed Party whether executed by such Guarantor, any other guarantor Guarantor, Holdings, a Borrower or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by Holdings, the Borrowers or any other Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowers or any other Guaranteed Party, or (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Guaranteed Secured Creditor on the Guaranteed Obligations which any such Guaranteed Secured Creditor repays to the Borrowers or any other Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 13.05, 7 hereof or (gh) any invalidity, rescission, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Intermediate Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of any Guaranteed Party whether executed by Intermediate Holdings, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Intermediate Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any each Guaranteed Party or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of each Guaranteed Party, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Intermediate Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction of the type described in Section 11.05. Notwithstanding anything to the contrary contained herein, any guaranty provided under this Agreement or any other Credit Document will continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Guaranteed Creditors as contemplated in Section 13.05upon the insolvency, bankruptcy or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or reorganization of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Guaranteed Party or any other Person liable for any of the Obligationsotherwise, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Dateall as though such payment had not been made.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief case or proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief case or proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, direct, joint and several, and unconditional, irrevocable and exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Issuer, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with payment of the Payment in Full DateRelevant Guaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor Secured Party on the Relevant Guaranteed Obligations which any such Guaranteed Creditor Secured Party repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors Secured Parties as contemplated in Section 13.05, 5 or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and several, and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.05, 5 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateGuaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateGuaranteed Obligations.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with full in cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceedingproceeding under Debtor Relief Laws, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding under Debtor Relief Laws affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. Section 10.3 The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Guaranteed Creditor Bank Product Provider on the Credit Party Obligations which any the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders or such Bank Product Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. Independent Obligation.Section 10.4 The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, or (f) any and a separate action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, actions may be brought and prosecuted against each Guarantor whether or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time not action is brought against any other Credit Party, a Guaranteed Creditor, Guarantor or the Borrower and whether or not any other Person, whether in connection herewith Guarantor or the Borrower is joined in any unrelated transactions, such action or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Dateactions.

Nature of Liability. The liability of each Credit Party the Guarantors hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligationsindebtedness of the other Guarantor, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Borrower hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Guaranteed Party the Guarantors or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Guarantors, or (e) the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of the Guaranty contained in this Agreement, (f) to the extent permitted by applicable law, any payment made to any Guaranteed Creditor the Lenders on the Obligations indebtedness which any such Guaranteed Creditor the Lender repays to any Guaranteed Party the Guarantors pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Creditors Guarantors as contemplated in Section 13.05, or (gh) any invalidity, rescission, irregularity or enforceability unenforceability of all or any part of the Obligations or of any security therefor. Each Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount of the Obligations against such Guarantor without proceeding against any other Guarantor, or (h) against any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable security for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against under any other Credit Party, guaranty covering all or a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise portion of the Obligations. This Guaranty shall constitute a defense available toguaranty of payment, or a discharge of, a Credit Party in respect and not of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datecollection.

Nature of Liability. The liability of each Credit Party the Guarantors hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligationsindebtedness of the other Guarantor, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Borrower hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Guaranteed Party the Guarantors or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Guarantors, or (e) the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of the Guaranty contained in this Agreement, (f) to the extent permitted by applicable law, any payment made to any Guaranteed Creditor the Lenders on the Obligations indebtedness which any such Guaranteed Creditor the Lender repays to any Guaranteed Party the Guarantors pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Creditors Guarantors as contemplated in Section 13.05, or (gh) any invalidity, rescission, irregularity or enforceability unenforceability of all or any part of the Obligations or of any security therefor. Each Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount of the Obligations against such Guarantor without proceeding against any other Guarantor, or (h) against any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable security for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against under any other Credit Party, guaranty covering all or a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise portion of the Obligations. This Guaranty shall constitute a defense available toguaranty of payment, or a discharge of, a Credit Party in respect and not of the Obligations or a Credit Party in respect collection. 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 44 of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.66

Nature of Liability. The liability of each Credit Party Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the ObligationsGuaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower) whether executed by such Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrowers (or in the case of the US Borrower, the French Borrower) or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower), or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrowers (or in the case of the US Borrower, the French Borrower), or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrowers (or in the case of the US Borrower, the French Borrower) pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent 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 by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with full in cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceedingproceeding under Debtor Relief Laws, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding under Debtor Relief Laws affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party U.S. Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant ABL Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each U.S. Borrower hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant ABL Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant ABL Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party U.S. 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 by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant ABL Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Borrower guarantees the same Relevant ABL Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in such U.S. Borrower with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and several, and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateGuaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.05, 5 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Intermediate Holdco hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Intermediate Holdco Guaranteed Obligations whether executed by Intermediate Holdco, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Intermediate Holdco hereunder shall is not be affected or impaired by (a) any direction as to application of payment by either Borrower, any other Intermediate Holdco Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Intermediate Holdco Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by either Borrower or any other Intermediate Holdco Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Intermediate Holdco Guaranteed Obligations which any such Guaranteed Creditor repays to either Borrower or any other Intermediate Holdco Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Intermediate Holdco 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 of the Guaranteed Creditors as contemplated type described in Section 13.0516.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party Document or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Dateinstrument relating thereto.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit 121 CHAR1\0000000x0 Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit U.S. Guarantor Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit each U.S. Guarantor Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit U.S. Guarantor 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 by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Guarantor Party guarantees the same Relevant Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit such U.S. Guarantor Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed 109 Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Loan Agreement Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Relevant Guaranteed Obligations whether executed by such Loan Agreement Party, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit each Loan Agreement Party hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Loan 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 by of the Guaranteed Creditors as contemplated type described in Section 13.059.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party Loan Document or any other Person liable for any of instrument relating thereto. To the Obligations, or extent more than one Loan Agreement Party (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence Canadian Parent and the Canadian Borrower) guarantees the same Relevant Guaranteed Obligations hereunder, the liabilities of such Loan Agreement Parties with respect thereto shall be joint and several. To the extent the Canadian Parent or the Canadian Borrower guarantees the Relevant Guaranteed Obligations hereunder, the liabilities of the Payment in Full DateCanadian Parent and the Canadian Borrower with respect thereto shall be several, with each of the Canadian Parent and the Canadian Borrower being obligated with respect to 100% of its Relevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party of the Parent, Arlington and GMSCII hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by the Parent, Arlington, GMSCII, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each of the Parent, Arlington and GMSCII hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any Guaranteed other Credit Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party the 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 by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.