Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, any Hedging Agreement entered into in connection with this Agreement, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason reason, of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, any Hedging Agreement entered into in connection with this Agreement, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each Guarantor Holdings hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Holdings Guaranteed Obligations whether executed by any such GuarantorHoldings, any other guarantor or by any other party, and no Guarantor’s the liability of Holdings hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower either Borrower, any 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 indebtedness of the BorrowerHoldings Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowereither Borrower or any other Holdings Guaranteed Party, or (e) any payment made to the Administrative Agent or the Lenders Guaranteed Creditors on the indebtedness Holdings Guaranteed Obligations which the Administrative Agent any such Guaranteed Creditor repays to either Borrower or such Lenders repay the Borrower any other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations , or (f) any action or inaction of the Guarantors hereunder are absolute and unconditionaltype described in Section 14.05, irrespective or (g) the lack of the value, genuineness, validity, regularity validity or enforceability of any of the Credit Documents Document or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorrelating thereto.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Guaranteed Obligations, whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower any Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the BorrowerGuaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrowers, or (e) any payment made to the Administrative Agent or the Lenders any Guaranteed Creditor on the indebtedness Guaranteed Obligations which any such Guaranteed Creditor repays to the Administrative Agent or such Lenders repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of , or (f) any action or inaction by the Guarantors hereunder are absolute and unconditionalGuaranteed Creditors as contemplated in Section 14.05, irrespective of the valueor Section 12.05 any invalidity, genuineness, validity, regularity irregularity or enforceability of all or any part of the Credit Documents Guaranteed Obligations or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorsecurity therefor.

Nature of Liability. The liability of each Guarantor of the Parent, Arlington and GMSCII hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Guaranteed Obligations, whether executed by any such Guarantorthe Parent, Arlington, GMSCII, any other guarantor or by any other party, and no Guarantor’s the liability of each of the Parent, Arlington and GMSCII hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the BorrowerGuaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders any Guaranteed Creditor on the indebtedness Guaranteed Obligations which the Administrative Agent or any such Lenders repay Guaranteed Creditor repays to the Borrower or any other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of , (f) any action or inaction by the Guarantors hereunder are absolute and unconditionalGuaranteed Creditors as contemplated in Section 14.05, irrespective of the valueor (g) any invalidity, genuineness, validity, regularity irregularity or enforceability of all or any part of the Credit Documents Guaranteed Obligations or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorsecurity therefor.

Nature of Liability. The liability of each Guarantor Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the indebtedness Guaranteed Obligations of the Borrower Borrower, whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders any Guaranteed Creditor on the indebtedness Guaranteed Obligations which the Administrative Agent or any such Lenders repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of , or (f) any action or inaction by the Guarantors hereunder are absolute and unconditionalGuaranteed Creditors as contemplated in Section 14.05, irrespective of the valueor (g) any invalidity, genuineness, validity, regularity irregularity or enforceability of all or any part of the Credit Documents Guaranteed Obligations or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorsecurity therefor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty guarantee of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty guarantee or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Collateral Agent or the Lenders on the indebtedness which the Administrative Agent, the Collateral Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Guarantor hereby waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations Notwithstanding anything to the contrary in this Agreement, the aggregate liability of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of their respective Subsidiaries under the Credit Documents or any other agreement or instrument referred to therein, to shall not exceed the fullest extent permitted by applicable law, irrespective aggregate amount of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorthe Obligations.

Nature of Liability. The liability of each Guarantor Holdings hereunder is exclusive and independent of any security for or other guaranty of the indebtedness Guaranteed Obligations of the Borrower whether executed by any such GuarantorHoldings, any other guarantor or by any other party, and no Guarantor’s the liability of Holdings hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including, without limitation, (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders any Guaranteed Creditor on the indebtedness Guaranteed Obligations which the Administrative Agent or any such Lenders repay Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations , (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05 or (g) any invalidity, irregularity or unenforceability of all or any part of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Guaranteed Obligations or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorsecurity therefor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the a Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the a Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the a Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, any Hedging Agreement entered into in connection with this Agreement, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s 's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the BorrowerBorrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrowers, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, any Hedging Agreement entered into in connection with this Agreement, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor.

Nature of Liability. The liability of each DRLB Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower Relevant Guaranteed Obligations whether executed by any such DRLB Guarantor, any other guarantor or by any other party, and no Guarantor’s the liability of each DRLB Guarantor hereunder shall be is not affected or impaired by (a) any direction as to application of payment by the Borrower any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the BorrowerRelevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Relevant Guaranteed Party, or (e) any payment made to the Administrative Agent or the Lenders Guaranteed Creditors on the indebtedness Relevant Guaranteed Obligations which the Administrative Agent or any such Lenders repay the Borrower Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors DRLB Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The obligations , or (f) any action or inaction of the Guarantors hereunder are absolute and unconditionaltype described in Section 14.05, irrespective or (g) the lack of the value, genuineness, validity, regularity validity or enforceability of any of the Credit Documents Document or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantorrelating thereto.