Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of each Credit Agreement Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement 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 guaranty, 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 guaranty or undertaking (other than payment in cash of the Relevant 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, reorganization, arrangement, moratorium or other debtor relief proceeding, and each 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 by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party the Parent Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Parent Borrower Guaranteed Obligations, Obligations of any Designated Subsidiary Borrower whether executed by the Parent Borrower, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party the Parent Borrower hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party 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 Relevant Parent Borrower Guaranteed ObligationsObligations of each Designated Subsidiary Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed PartyDesignated Subsidiary Borrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Parent Borrower Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party Designated Subsidiary Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party the Parent Borrower 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 of the Guaranteed Creditors as contemplated type described in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor13.05.

Nature of Liability. The liability of each Credit Agreement Party of the Parent, Arlington and GMSCII hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by the Parent, Arlington, GMSCII, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement 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 Relevant Guaranteed Party 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 Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any Relevant Guaranteed other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement 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 14.0513.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party the Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Borrower Guaranteed Obligations, Obligations whether executed by the Borrower, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party the Borrower hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Relevant Borrower Guaranteed Party or by any other partyparty (other than any direction from any Guaranteed Creditor pursuant to the terms of this Agreement or any other applicable agreement), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Borrower Guaranteed Obligations, or (c) any payment on or in reduction respect of any such other guaranty or undertaking (other than payment in cash of except to the Relevant extent that the Borrower Guaranteed ObligationsObligations are irrevocably reduced thereby), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Borrower Guaranteed Party, Party or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Borrower Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Borrower Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement 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 of the Guaranteed Creditors as contemplated type described in Section 14.0512.5, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Loan Document or any part of the Relevant Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of each Credit Agreement Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Guarantor Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party understands and agreesthe liability of Holdings hereunder shall not, to the fullest extent permitted under by law, that the liability of such Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party Borrower or by any other partyparty (other than a direction that results in the payment in full of the Guarantor Obligations), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Guarantor Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)Guarantor Obligations to the extent of such payment, or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed PartyBorrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Guarantor Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party waives Holdings waives, to the fullest extent permitted by law, 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 14.05subsection 11.5, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Guarantor Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Guarantor Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party understands and agreesthe liability of Holdings hereunder shall not, to the fullest extent permitted under by law, that the liability of such Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party Borrower or by any other partyparty (other than a direction that results in the payment in full of the Guarantor Obligations), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Guarantor Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed ObligationsGuarantor Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed PartyBorrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Guarantor Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party waives Holdings waives, to the fullest extent permitted by law, 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 14.05subsection 12.5, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Guarantor Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party Holdings and the MLP hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party of Holdings and the MLP understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party Holdings and the MLP hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party 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 Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Partythe Borrower, 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 the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party of Holdings and the 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 Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Holdings Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by each Borrower, any Relevant other Holdings 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 Relevant Holdings Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by each Borrower or any Relevant other Holdings Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Holdings Guaranteed Obligations which any such Guaranteed Creditor repays to each Borrower or any Relevant other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party 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 of the Guaranteed Creditors as contemplated type described in Section 14.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Relevant Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of each Credit Agreement Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Guarantor Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party understands and agreesthe liability of Holdings hereunder shall not, to the fullest extent permitted under by law, that the liability of such Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party Borrower or by any other partyparty (other than a direction that results in the payment in full of the Guarantor Obligations), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Guarantor Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed ObligationsGuarantor Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed PartyBorrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Guarantor Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party waives Holdings waives, to the fullest extent permitted by law, 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 14.05subsection 12.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Guarantor Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party of the Parent, Arlington and GMSC hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by the Parent, Arlington, GMSC, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party each of the Parent, Arlington and GMSC hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party 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 Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any Relevant Guaranteed other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement 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 14.0513.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party Parent Guarantor ------------------- hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, Obligations of the Borrower whether executed by such Parent Guarantor, the other Parent Guarantor, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party each Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party 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 Relevant Guaranteed ObligationsObligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than except to the extent that such payment actually results in cash a permanent reduction of the Relevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations indebtedness which any such Guaranteed Creditor repays to any Relevant Guaranteed Party the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement 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 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party Borrower understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Agreement Party Borrower 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 guaranty, 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 guaranty or undertaking (other than payment in cash of the Relevant 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, reorganization, arrangement, moratorium or other debtor relief proceeding, and each 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 by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of each Credit Agreement Party the Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, Obligations of the Borrower whether executed by the Guarantor, any other guarantor or by any other party, and each Credit Agreement Party understands and agrees, to the fullest extent permitted under law, that the Guarantor’s liability of such Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party 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 Relevant Guaranteed ObligationsObligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed Obligations)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Partythe Servicer or the Transferor, or (e) any payment made to the Agent, any Guaranteed Creditor other Secured Party or the Trustee on the Relevant Guaranteed Obligations which any that the Agent, such Guaranteed Creditor Secured Party or the Trustee repays to any Relevant Guaranteed Party the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. All parties hereto agree that, or (f) any action or inaction by notwithstanding anything in the Guaranteed Creditors as contemplated in Section 14.05Term-Out Sale and Servicing Agreement to the contrary, or (g) any invalidity, irregularity or enforceability of all or any part the liability of the Relevant Borrower (in the capacity of the “Guarantor” under the Term-Out Sale and Servicing Agreement) shall not be affected or impaired by any of the foregoing clauses (a) through (e), as though such clauses related to the “Guaranteed Obligations or of any security thereforObligations” thereunder.

Nature of Liability. The liability of each Credit Agreement Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Guarantor Obligations, whether executed by any other guarantor or by any other party, and each Credit Agreement Party understands and agreesthe liability of Holdings hereunder shall not, to the fullest extent permitted under by law, that the liability of such Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party Borrower or by any other partyparty (other than a direction that results in the payment in full of the Guarantor Obligations), or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Guarantor Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in cash of the Relevant Guaranteed ObligationsGuarantor Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed PartyBorrower, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Guarantor 187 Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Credit Agreement Party waives Holdings waives, to the fullest extent permitted by law, 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 14.05subsection 12.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Guarantor Obligations or of any security therefor.