Common use of Rights Independent Clause in Contracts

Rights Independent. The security interest created hereunder is ------------------- independent of any other security for the indebtedness given by Debtor or any other person or any guaranty, and upon the occurrence of an Event of Default Secured Party may proceed in the enforcement hereof independently of any other right or remedy that Secured Party may at any time hold with respect to the indebtedness or any other security or guaranty therefor. Secured Party may file a separate action or actions against Debtor hereunder, whether action is brought and prosecuted with respect to any other security or any other person or any guarantor, or whether any other person or any guarantor is joined in any such action or actions. Debtor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured hereby. Secured Party's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the indebtedness which shall thereafter be required to be restored or returned by Secured Party upon the bankruptcy, insolvency, or reorganization of Debtor, or otherwise, all as though such amount had not been paid. The security interest created hereunder and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof or any other security or guaranty therefor may be or may hereafter become invalid or otherwise unenforceable against Debtor or any other party, and whether or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of default, presentment, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtedness.

Rights Independent. The security interest created obligations of Guarantors hereunder is ------------------- are independent of the Obligations of Borrowers or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party The Administrative Agent may file a separate action or actions against Debtor Guarantors hereunder, whether action is brought and prosecuted with respect to any other security or against Borrowers or any Other Guarantor or any other person or any guarantorPerson, or whether Borrowers or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Each Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantors hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Administrative Agent and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party the Administrative Agent or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrowers or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Each Guarantor further agrees to the extent (i) Borrowers or any Guarantor make any payment to the Administrative Agent or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Loan, the Administrative Agent or any other partyLender is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by the Administrative Agent or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantors hereunder is ------------------- are independent of the Obligations of Borrowers or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party The Administrative Agent may file a separate action or actions against Debtor Guarantors hereunder, whether action is brought and prosecuted with respect to any other security or against Borrowers or any Other Guarantor or any other person or any guarantorPerson, or whether Borrowers or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor waives Guarantors waive the benefit of any statute of limitations affecting its their liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantors hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Administrative Agent and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party the Administrative Agent or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrowers or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantors further agree to the extent (i) Borrowers or Guarantors make any payment to the Administrative Agent or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Loan, the Administrative Agent or any other partyLender is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by the Administrative Agent or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Secured Obligations of Borrower or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether an action is brought and prosecuted with respect to any other security or against Borrower or any Other Guarantor or any other person or any guarantorPerson, or whether Borrower or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement each Secured Party shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by any Secured Party upon the bankruptcy, insolvency, or reorganization of DebtorBorrower or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees to the extent (i) Borrower or Guarantor makes any payment to any Secured Party in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security or guaranty therefor may be or may hereafter become invalid or otherwise unenforceable against Debtor or entity, whether under the Bankruptcy Code, any other partyfederal, and whether state or not Debtor shall have local laws concerning bankruptcy, insolvency, reorganization or relief of debtors, or otherwise, or (ii) in the event following the payment in full of the Guaranteed Obligations, any personal liability with respect thereto. Debtor waives notice of default, presentment, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party mayis subject to further liability, from time loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and obligations referred to timein clauses (i) and (ii) above are hereafter referred to, without notice collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or demand and without affecting shall be reinstated, as the enforceability or security hereof: (a) takecase may be, alterand, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by such Secured Party, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of the Company or any other Person or any other guarantor or any security for the indebtedness given by Debtor or any other person or any guarantyObligations, and the Agent may, upon the occurrence of an Event of Default Secured Party may Default, proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Agent may at any time hold with respect to the Obligations, the indebtedness or any other security or other guaranty therefor. Secured Party The Agent may file a separate action or actions against Debtor Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against the Company or any other person Guarantor or any guarantorother Person, or whether the Company or any other person Guarantor or any guarantor other Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyObligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Agent and each Bank shall continue, with respect to any amount at any time paid on account of the indebtedness Obligations which shall thereafter be required to be restored or returned by Secured Party Agent or any Bank upon the bankruptcy, insolvency, or reorganization of Debtorthe Company or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees that to the extent the Company or Guarantor makes any payment to Agent or any Bank in connection with the Obligations or the indebtedness and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the enforceability trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of this Agreement shall at all times remain effective to secure such payment or repayment by Agent or such Bank, the full amount of all indebtedness, including without limitation interest at the Default Rate, even though obligations or the indebtedness or any part thereof or any other security or guaranty therefor may intended to be or may hereafter become invalid or otherwise unenforceable against Debtor or any other party, satisfied by such Preferential Payment shall be revived and whether or continued in full force and effect as if said Preferential Payment had not Debtor shall have any personal liability with respect thereto. Debtor waives notice of default, presentment, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessbeen made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of Borrower or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether an action is brought and prosecuted with respect to any other security or against Borrower or any Other Guarantor or any other person or any guarantorPerson, or whether Borrower or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement each Agent, Swing Line Lender, Issuing Lender and Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party any Agent, Swing Line Lender, Issuing Lender or Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrower or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees to the extent (i) Borrower or Guarantor makes any payment to any Agent, Swing Line Lender, Issuing Lender or Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security or guaranty therefor may be or may hereafter become invalid or otherwise unenforceable against Debtor or entity, whether under the Bankruptcy Code of the United States of America, any other partyfederal, and whether state or not Debtor shall have any personal liability with respect thereto. Debtor waives notice local laws concerning bankruptcy, insolvency, reorganization or relief of defaultdebtors, presentmentor otherwise, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (bii) release in the event following the payment in full of the Guaranteed Obligations, any Agent, Swing Line Lender, Issuing Lender, or substitute any guarantors Lender is subject to further liability, loss, or other parties obligated with respect expense covered by the indemnification obligations set forth in the Loan Documents (the payments and obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the indebtednessextent of such payment or repayment by such Agent, Swing Line Lender, Issuing Lender or Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of Borrowers or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party The Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against Borrowers or any Other Guarantor or any other person or any guarantorPerson, or whether Borrowers or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Administrative Agent and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party the Administrative Agent or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrowers or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees to the extent (i) Borrowers or Guarantor make any payment to the Administrative Agent or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Loan, the Administrative Agent or any other partyLender is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by the Administrative Agent or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of the Company or any other Person or any other guarantor or any security for the indebtedness given by Debtor or any other person or any guarantyObligations, and upon the occurrence of an Event of Default Secured Party may Administrative Agent may, when the Obligations are due and payable, proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Administrative Agent may at any time hold with respect to the Obligations, the indebtedness or any other security or other guaranty therefor. Secured Party The Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against the Company or any other person Guarantor or any guarantorother Person, or whether the Company or any other person Guarantor or any guarantor other Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyObligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Administrative Agent and each Bank shall continue, with respect to any amount at any time paid on account of the indebtedness Obligations which shall thereafter be required to be restored or returned by Secured Party the Administrative Agent or any Bank upon the bankruptcy, insolvency, or reorganization of Debtorthe Company or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees that to the extent the Company or Guarantor makes any payment to the Administrative Agent or any Bank in connection with the Obligations or the indebtedness and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the enforceability trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of this Agreement shall at all times remain effective to secure such payment or repayment by Administrative Agent or such Bank, the full amount of all indebtedness, including without limitation interest at the Default Rate, even though obligations or the indebtedness or any part thereof or any other security or guaranty therefor may intended to be or may hereafter become invalid or otherwise unenforceable against Debtor or any other party, satisfied by such Preferential Payment shall be revived and whether or continued in full force and effect as if said Preferential Payment had not Debtor shall have any personal liability with respect thereto. Debtor waives notice of default, presentment, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessbeen made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of Borrower or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against Borrower or any Other Guarantor or any other person or any guarantorPerson, or whether Borrower or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement each Agent, Swing Line Lender, Issuing Lender and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party any Agent, Swing Line Lender, Issuing Lender or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrower or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees to the extent (i) Borrower or Guarantor makes any payment to any Agent, Swing Line Lender, Issuing Lender or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Credit Facility, any Agent, Swing Line Lender, Issuing Lender, or any other partyLenders is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by such Agent, Swing Line Lender, Issuing Lender or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of the Company or any other Person or any other guarantor or any security for the indebtedness given by Debtor or any other person or any guarantyObligations, and the Agent may, upon the occurrence of an Event of Default Secured Party may Default, proceed in the enforcement hereof independently of any other right or remedy that Secured Party the Agent may at any time hold with respect to the Obligations, the indebtedness or any other security or other guaranty therefor. Secured Party The Agent may file a separate action or actions against Debtor Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against the Company or any other person Guarantor or any guarantorother Person, or whether the Company or any other person Guarantor or any guarantor other Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyObligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement the Agent and each Bank shall continue, with respect to any amount at any time paid on account of the indebtedness Obligations which shall thereafter be required to be restored or returned by Secured Party Agent or any Bank upon the bankruptcy, insolvency, or reorganization of Debtorthe Company or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees that to the extent the Company or Guarantor makes any payment to Agent or any Bank in connection with the Obligations or the indebtedness and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the enforceability trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of this Agreement shall at all times remain effective to secure such payment or repayment by Agent or such Bank, the full amount of all indebtedness, including without limitation interest at the Default Rate, even though obligations or the indebtedness or any part thereof or any other security or guaranty therefor may intended to e satisfied by such Preferential Payment shall be or may hereafter become invalid or otherwise unenforceable against Debtor or any other party, revived and whether or continued in full force and effect as if said Preferential Payment had not Debtor shall have any personal liability with respect thereto. Debtor waives notice of default, presentment, demand for payment, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessbeen made.

Rights Independent. The security interest created obligations of each Guarantor hereunder is ------------------- are independent of the Obligations of Borrower or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations, including each other Guarantor party to this Guaranty (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party Administrative Agent may file a separate action or actions against Debtor each Guarantor hereunder, whether action is brought and prosecuted with respect to any other security or against Borrower or any Other Guarantor or any other person or any guarantorPerson, or whether Borrower or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Each Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of each Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement each Agent, Swing Line Lender, Issuing Lender and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party any Agent, Swing Line Lender, Issuing Lender or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrower or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Each Guarantor further agrees to the extent (i) Borrower or any Guarantor makes any payment to any Agent, Swing Line Lender, Issuing Lender or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Credit Facility, any Agent, Swing Line Lender, Issuing Lender, or any other partyLenders is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by such Agent, Swing Line Lender, Issuing Lender or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

Rights Independent. The security interest created obligations of Guarantor hereunder is ------------------- are independent of the Obligations of Borrower or the obligations of any other Person, including any other Person executing a guaranty of any or all of the Guaranteed Obligations (such Person, an “Other Guarantor”) or any security for the indebtedness given by Debtor or any other person or any guarantyGuaranteed Obligations, and upon the occurrence of an Event of Default Secured Party Administrative Agent may proceed in the enforcement hereof independently of any other right or remedy that Secured Party Administrative Agent may at any time hold with respect to the indebtedness Guaranteed Obligations or any other security or guaranty other guarantee therefor. Secured Party Administrative Agent may file a separate action or actions against Debtor Guarantor hereunder, whether an action is brought and prosecuted with respect to any other security or against Borrower or any Other Guarantor or any other person or any guarantorPerson, or whether Borrower or any Other Guarantor or any other person or any guarantor Person is joined in any such action or actions. Debtor Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement of the indebtedness secured herebyGuaranteed Obligations. Secured Party's rights The liability of Guarantor hereunder shall be reinstated and revived, and the enforceability rights of this Agreement each Agent, Swing Line Lender, Issuing Lender and each Lender shall continue, with respect to any amount at any time paid on account of the indebtedness Guaranteed Obligations which shall thereafter be required to be restored or returned by Secured Party any Agent, Swing Line Lender, Issuing Lender or any Lender upon the bankruptcy, insolvency, or reorganization of DebtorBorrower or any other Person, or otherwise, all as though such amount had not been paid. The security interest created hereunder Guarantor further agrees to the extent (i) Borrower or Guarantor makes any payment to any Agent, Swing Line Lender, Issuing Lender or any Lender in connection with the Guaranteed Obligations and the enforceability of this Agreement shall at all times remain effective to secure the full amount of all indebtedness, including without limitation interest at the Default Rate, even though the indebtedness or any part thereof of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the trustee, receiver or any other security entity, whether under any Bankruptcy Law or guaranty therefor may be otherwise, or may hereafter become invalid or otherwise unenforceable against Debtor (ii) in the event following the payment in full of the principal amount of the Credit Facility, any Agent, Swing Line Lender, Issuing Lender, or any other partyLenders is subject to further liability, loss, or expense covered by the indemnification obligations set forth in the Loan Documents (the payments and whether obligations referred to in clauses (i) and (ii) above are hereafter referred to, collectively, as “Preferential Payments”), then this Guaranty shall continue to be effective or not Debtor shall have any personal liability with respect thereto. Debtor waives notice of defaultbe reinstated, presentmentas the case may be, demand for paymentand, protest, notice of protest, notice of nonpayment or dishonor, and all other notices and demands of any kind whatsoever; and Debtor consents and agrees that Secured Party may, from time to time, without notice or demand and without affecting the enforceability or security hereof: (a) take, alter, enforce or release any additional security for the indebtedness; or (b) release or substitute any guarantors or other parties obligated with respect to the indebtednessextent of such payment or repayment by such Agent, Swing Line Lender, Issuing Lender or such Lender, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.