Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of the Company hereunder is not shall be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Lenders on the Guaranteed Obligations which any the Administrative Agent or such Guaranteed Creditor repays Lenders repay to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Company Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is ------------------- exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor's liability of the Company hereunder is not shall be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agent or the Lenders on the Guaranteed Obligations indebtedness which any the Agent or such Guaranteed Creditor repays to any Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Company Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Companysuch Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Creditors on the Guaranteed Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to Creditors repay any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Obligations, whether executed by the Company, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any Borrower 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 Guaranteed Obligations of any Borrower; Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 15.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of the Company Guarantors hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Obligations, whether executed by the CompanyGuarantors, any other guarantor or by any other party, and the liability of the Company Guarantors hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any other Subsidiary of the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction of the type described in Section 13.05.

Nature of Liability. The liability of the Company Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Obligations, whether executed by the Company, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 12.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of the Company each Guarantor hereunder is joint and several and exclusive and independent of any security for or other guaranty guarantee of the Guaranteed Obligations of any the Borrower whether executed by the Companysuch Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor, to the Company extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by the Company, any Borrower Subsidiary 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 Guaranteed Obligations of any BorrowerSubsidiary; 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 Company or any BorrowerSubsidiary; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Company or any Borrower Subsidiary pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations of any Borrower whether executed by the Companysuch Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Borrower 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 of any Borrower; Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; Relevant Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower Relevant Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction of the type described in Section 14.05, or (g) the lack of validity or enforceability of any Credit Document or any other instrument relating thereto.

Nature of Liability. The liability of the Company Parent hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the CompanyBorrower, any other guarantor or by any other party, and the liability of the Company Parent hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (i) The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Secured Creditors on the Guaranteed Obligations which any such Guaranteed Secured Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company 155 Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by Newco, any Domestic Borrower or any Foreign Borrower or by any other party; , or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Borrower; 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 Newco, any Domestic Borrower or any Foreign Borrower; , or (e) any payment made to any Guaranteed Creditor Lender on the Guaranteed Obligations which any such Guaranteed Creditor Lender repays to Newco, any Domestic Borrower or any Foreign Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganizationreorgani zation, arrangement, moratorium or other debtor relief proceedingpro ceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is ------------------- exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangementarrange- ment, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of any of the Guaranteed Obligations of any Borrower Borrower, whether executed by the Companysuch Borrower, any other Borrower, any other guarantor or by any other partyperson, and the liability of the Company hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any Borrower or by any other party; or person, (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed any Obligations of any Borrower; or , (c) any payment on or in reduction of any such other guaranty or undertaking; or , (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Lenders on the Guaranteed Obligations which any the Administrative Agent or such Guaranteed Creditor repays Lenders repay to any a Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, arrangement moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty of the Company of the Obligations of the Borrowers is a guaranty of payment and not a guaranty of collectibility.

Nature of Liability. The liability of the Company each Parent hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrowers whether executed by the Companysuch Parent, any other guarantor or by any other party, and the liability of the Company each Parent hereunder is not affected or impaired by (a) any direction as to application of payment by any Borrower the 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 Guaranteed Obligations of any Borrower; the Borrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; the Borrowers, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays Creditors repay to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor's liability of the Company hereunder is not shall be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agent or the Lenders on the Guaranteed Obligations indebtedness which any the Agent or such Guaranteed Creditor repays to any Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.other

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by any the Borrower or by any other party; party (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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (f) any action or inaction of the type described in Section 9.05.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the Companyeach Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agent or the Banks on the Guaranteed Obligations indebtedness which any the Agents or such Guaranteed Creditor repays to any Bank repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agent, the Issuing Bank or the Lenders on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Agent, the Issuing Bank or such Lender repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrowers whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingproceeding in any jurisdiction, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is ------------------- exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; or (e, or`(e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangementarrange ment, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by by: (a) any direction as to application of payment by the Company, any Borrower Subsidiary 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 Guaranteed Obligations of any BorrowerSubsidiary; 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 Company or any BorrowerSubsidiary; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Company or any Borrower Subsidiary pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (ai) any direction as to application of payment by any the Borrower or by any other party; , or (bii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any the Borrower; , or (ciii) any payment on or in reduction of any such other guaranty or undertaking; , or (div) any dissolution, termination or increase, decrease or change in personnel by any the Borrower; , or (ev) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by 172 reason of any such proceeding, or (vi) the lack of validity or enforceability of any Credit Document or any instrument relating thereto.

Nature of Liability. The liability of the Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Company, any other guarantor or by any other party, and the liability of the Company hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, 104 and the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is ------------------- exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrowers whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. 157

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Companysuch Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the other Creditors on the Guaranteed Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to other Creditors repay any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingproceeding (the Guaranty shall be reinstated in the case of any such disgorgement), and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Banks on the Guaranteed Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to any Banks repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. This Guaranty is a guaranty of payment and not a guaranty of collectibility.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrowers whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by any Borrower the 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 Guaranteed Obligations of any Borrower; the Borrowers, or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; the Borrowers, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of the Company Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyGuarantor, any other guarantor or by any other partyPerson, and the liability of the Company Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any the Borrower or by any other party; Person, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the Companysuch Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the other Creditors on the Guaranteed Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to other Creditors repay any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingproceeding (the Guaranty shall be reinstated in the case of any such disgorgement), and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. 121

Nature of Liability. The liability of the Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the Companyeach Guarantor, any other guarantor or by any other party, and the liability of the Company each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agents or the Banks on the Guaranteed Obligations indebtedness which any such Guaranteed Creditor repays to any Agents or such Banks repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Guarantor hereunder ------------------- is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the CompanyGuarantor, any other guarantor or by any other party, and the liability of the Company Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations indebtedness of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Agent or the Lenders on the Guaranteed Obligations indebtedness which any the Agent or such Guaranteed Creditor repays to any Lender repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holding hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrower, whether executed by the CompanyHolding, any other guarantor or by any other party, and the liability of the Company Holding hereunder is not affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any 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 any the Borrower; , or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holding waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of the Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyHoldings, any other guarantor or by any other party, and the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any 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 Guaranteed Obligations of any the Borrower; , or (c) any payment on or in reduction of any such other guaranty or undertaking; undertaking (except to the extent the Guaranteed Obligations are partially or wholly satisfied as a result thereof), or (d) any dissolution, termination or increase, decrease or change in personnel by any the Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Secured Creditors on the Guaranteed Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to any Secured Creditors repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.