Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of Company hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by Company, any other guarantor or by any other party, and the liability of 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 reduction in 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 in any jurisdiction.

Nature of Liability. The liability of 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 Companyany Guarantor, any other guarantor or by any other party, and the liability of Company each Guarantor 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; Obligations, or (c) any payment on or in reduction in 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 in proceeding, and each Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 Companyeach Guarantor, any other guarantor or by any other party, and the liability of 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 in 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 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 in proceeding, and each Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company each Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by Companyeither Parent Guarantor, any other guarantor or by any other party, and the liability of Company each Parent 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 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 in of any such other guaranty or undertaking; , or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; 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 in proceeding, and each Parent Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor's liability of 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 in 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 indebtedness which any the Administrative 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 in any jurisdiction.,

Nature of Liability. The liability of Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Borrower, whether executed by Company, any other guarantor Guarantor or by any other party, and the liability of Company Holdings 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 Guarantor or of any other party as to the Guaranteed Obligations of any Borrower; , or (c) any payment on or in reduction in 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 in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

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

Nature of Liability. The liability of 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 CompanyHoldings, any other guarantor Guarantor or by any other party, and the liability of 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 in 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 the Agent or the Secured Creditors on the Guaranteed Obligations indebtedness which any the Agent or such Guaranteed Creditor repays to any Secured Creditors repay the Borrower pursuant to court order in any bankruptcy, reorganization, 106 114 arrangement, moratorium or other debtor relief proceeding in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) The liability of 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 CompanyHoldings, any other guarantor Guarantor or by any other party, and the liability of 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 in 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 Secured Creditors on the Guaranteed Obligations indebtedness which any the 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 in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company each Cross-Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any Borrower whether executed by Companysuch Cross-Guarantor, any other guarantor or by any other party, and the such Cross-Guarantor’s liability of Company hereunder is shall not be affected or impaired by (a) any direction as to the 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 indebtedness of any Borrower; , or (c) any payment on or reduction in 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 Lender on the Guaranteed Obligations which any such Guaranteed Creditor Lender repays to any Borrower pursuant to a court order in any bankruptcyBankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each Cross-Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by CompanyHoldings, any other guarantor or by any other party, and the liability of 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; Obligations, or (c) any payment on or in reduction in 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 the Guaranteed Creditor Creditors 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 in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. ​ The liability of Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Borrowers whether executed by Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of Company hereunder is not shall 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 any other guarantor or of any other party as to the Guaranteed Obligations of any Borrower; or Borrowers, (c) any payment on or in reduction in 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 Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each of the Guarantors waives any jurisdiction.right to the deferral or modification of its obligations hereunder by reason of any such proceeding. ​

Nature of Liability. The liability of 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 CompanyHoldings, any other guarantor Guarantor or by any other party, and the liability of 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 under taking 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 in 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 the Agent or the Secured Creditors on the Guaranteed Obligations indebtedness which any the 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 in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 Companysuch Guarantor, any other guarantor or by any other party, and the liability of 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 in of any such other guaranty or undertaking; under-taking, 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 indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to Lenders repay any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of 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 any other guarantor or of any other party as to the Guaranteed Obligations of any the Borrower; or , (c) any payment on or in reduction in 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 in proceeding, and each of the Guarantors waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company OFSI hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by CompanyOFSI, any other guarantor or by any other party, and the liability of Company OFSI 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 in 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 in proceeding, and OFSI waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company the Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by Companythe Guarantor, any other guarantor or by any other party, and the liability of Company the 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 of any the Borrower; , or (c) any payment on or in reduction in 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 Lenders on the Guaranteed Obligations which any that such Guaranteed Creditor repays Agents or such Lenders repay to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and the Guarantor waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 CompanyHoldings, any other guarantor or by any other party, and the liability of 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 in 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 Secured Creditors on the Guaranteed Obligations indebtedness which any the 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 in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed relevant Borrower Obligations of any Borrower whether executed by Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of Company hereunder is not shall 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; Borrower Obligations, or (c) any payment on or in reduction in 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 applicable Borrower Obligations which any the Administrative Agent or such Guaranteed Creditor repays Lenders provides to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each of the Guarantors waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower the Borrowers whether executed by Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of Company hereunder is not shall be 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 in 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 the Administrative Agent, the Lenders or any Guaranteed Creditor Bank Product Provider on the Guaranteed Obligations which any the Administrative Agent, such Guaranteed Creditor repays to any Borrower Lenders or such Bank Product Provider repay the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each of the Guarantors waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company hereunder is exclusive and independent of any security for or other guaranty guarantee of the Guaranteed Obligations of any Borrower whether executed by Company, any other guarantor or by any other party, and the liability of 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 guarantyguarantee, 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 reduction in any such other guaranty guarantee 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 in any jurisdiction.

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

Nature of Liability. The liability of Company each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Borrower Obligations of any Borrower whether executed by Companyany such Guarantor, any other guarantor or by any other party, and the no Guarantor’s liability of 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 Borrower; Borrower Obligations, or (c) any payment on or in reduction in 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 Borrower Obligations which any the Administrative Agent or such Guaranteed Creditor repays Lenders provides to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and each of the Guarantors waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of Company Holdings and the Parent hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by CompanyHoldings, any other guarantor or by any other party, and the liability of 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 in 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 indebtedness 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 in proceeding, and each of Holdings and the Parent hereby waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Nature of Liability. The liability of 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 CompanyHoldings, any other guarantor or by any other party, and the liability of 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 in 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, the Issuing Bank or the Lenders on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Agents, the Issuing Bank or such Lender repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding in proceeding, and Holdings waives any jurisdictionright to the deferral or modification of its obligations hereunder by reason of any such proceeding.