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 each Designated Subsidiary 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 each Designated Subsidiary Borrower or by any other 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 each Designated Subsidiary 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 each Designated Subsidiary Borrower, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary 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 or (f) any action or inaction of the type described in Section 13.05.

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 each Designated Subsidiary Borrower Account Party 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 each Designated Subsidiary Borrower Account Party or by any other 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 each Designated Subsidiary BorrowerAccount Party, 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 each Designated Subsidiary BorrowerAccount Party, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary Borrower Account Party 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 or (f) any action or inaction of the type described in Section 13.059.05.

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 each Designated Subsidiary 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 each Designated Subsidiary Borrower or by any other 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 each Designated Subsidiary 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 each Designated Subsidiary Borrower, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary 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 or (f) any action or inaction of the type described in Section 13.0510.05.

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 each Designated Subsidiary Borrower Account Party 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 each Designated Subsidiary Borrower Account Party or by any other 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 each Designated Subsidiary BorrowerAccount Party, 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 each Designated Subsidiary BorrowerAccount Party, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary Borrower Account Party 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 or (f) any action or inaction of the type described in Section 13.059.05.

Nature of Liability. The liability of the Company MLP hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower Obligations, whether executed by the Company, any other guarantor or by any other party, and the MLP understands and agrees, to the fullest extent permitted under law, that the liability of the Company MLP hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary the Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary BorrowerObligations, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by each Designated Subsidiary the Borrower, or (e) any payment made to the any Guaranteed Creditors Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company MLP waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the type described in Section 13.05Obligations or of any security therefor.

Nature of Liability. The liability of the Company Corporation hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower whether executed by the CompanyCorporation, any other guarantor or by any other partyPerson, and the liability of the Company Corporation hereunder is not affected or impaired by (a) any direction as to application of payment by each Designated any Subsidiary Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary BorrowerObligations, 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 each Designated Subsidiary Borrowerthe Corporation or any of its Subsidiaries, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary Borrower the Corporation or any of its Subsidiaries (or their respective estates) pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Corporation waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding proceeding, or (f) any action or inaction of the type described in Section 13.0514.05, 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 each of Holdings, Trico Subsea Holding and Trico Subsea hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower Obligations, whether executed by the CompanyHoldings, Trico Subsea Holding, Trico Subsea, any other guarantor or by any other party, and the liability of the Company each of Holdings, Trico Subsea Holding and Trico Subsea hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary the Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary BorrowerObligations, 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 each Designated Subsidiary the Borrower, or (e) any payment made to the any Guaranteed Creditors Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary the Borrower or any other Credit Party 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 proceeding, or (f) any action or inaction of the type described in Section 13.05.

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 of each Designated Subsidiary Borrower the Borrower, whether executed by the Companyeach Guarantor, any other guarantor or by any other party, and the Person. 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 each Designated Subsidiary the Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment), or Person; (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party Person as to the Guaranteed Obligations of each Designated Subsidiary the Borrower, or ; (c) any payment on or in reduction of any such other guaranty or undertaking, or ; (d) any dissolution, termination termination, increase or increasedecrease, decrease or change in personnel by each Designated Subsidiary the Borrower, ; or (e) any payment made to any of the Guaranteed Secured Creditors on the Guaranteed Obligations which any that such Guaranteed Secured Creditor repays to each Designated Subsidiary the Borrower or a Guarantor (including by depositing the proceeds with a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or a Guarantor) 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 13.05proceeding.

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 each Designated Subsidiary Borrower Account Party 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 each Designated Subsidiary Borrower Account Party or by any other 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 each Designated Subsidiary BorrowerAccount Party, 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 each Designated Subsidiary BorrowerAccount Party, or (e) any payment made to the Guaranteed Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary Borrower Account Party 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 or (f) any action or inaction of the type described in Section 13.05.9.05. SECTION

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 each Designated Subsidiary Borrower the Borrower, whether executed by the Company, any other guarantor or by any other party, and Holdings understands and agrees, to the fullest extent permitted under law, that the liability of the Company Holdings hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary the Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by each Designated Subsidiary the Borrower, or (e) any payment made to the any Guaranteed Creditors Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary 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 proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the type described in Section 13.05Guaranteed Obligations or of any security therefor.

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 each Designated Subsidiary Borrower the Borrowers whether executed by the CompanyParent, any other Guarantor, any other guarantor or by any other (154) 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 each Designated Subsidiary any Borrower or by any other party (other than a direction for misappropriation of funds by the Guaranteed Creditor receiving such paymentrespective Bank), 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 each Designated Subsidiary 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 each Designated Subsidiary any Borrower, or (e) any payment made to the Guaranteed Administrative Agent, the Banks or the Interest Rate Protection Creditors on the Guaranteed Obligations indebtedness which any the Administrative Agent, such Guaranteed Creditor repays Banks or such Interest Rate Protection Creditors repay to each Designated Subsidiary such 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 or (f) any action or inaction of the type described in Section 13.05proceeding.

Nature of Liability. The liability of the Company each Subsidiary Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower the Borrowers whether executed by the Companysuch Subsidiary Guarantor, any other Subsidiary Guarantor, any other guarantor or by any other party, and the liability of the Company each Subsidiary Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary Borrower the Borrowers or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary Borrowerthe 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 each Designated Subsidiary Borrowerthe Borrowers, or (e) any payment made to the Guaranteed Creditors DIP Agent or the Lenders on the Guaranteed Obligations indebtedness which any the DIP Agent or such Guaranteed Creditor repays to each Designated Subsidiary Borrower Lenders repay the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Subsidiary 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 13.05proceeding.

Nature of Liability. The liability of the Company each of Holdings, Trico Shipping and Intermediate Holdco hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower Obligations, whether executed by the CompanyHoldings, Trico Shipping, Intermediate Holdco, any other guarantor or by any other party, and the liability of the Company each of Holdings, Trico Shipping and Intermediate Holdco hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary the Borrower or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary BorrowerObligations, 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 each Designated Subsidiary the Borrower, or (e) any payment made to the any Guaranteed Creditors Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary the Borrower or any other Credit Party 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 proceeding, or (f) any action or inaction of the type described in Section 13.0514.05.

Nature of Liability. The liability of the Company each of Holdings and Trico Subsea Holding hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of each Designated Subsidiary Borrower Obligations, whether executed by the CompanyHoldings, Trico Subsea Holding, any other guarantor or by any other party, and the liability of the Company each of Holdings and Trico Subsea Holding hereunder is shall not be affected or impaired by (a) any direction as to application of payment by each Designated Subsidiary Borrower the Borrowers or by any other party (other than a direction by the Guaranteed Creditor receiving such payment)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 each Designated Subsidiary BorrowerObligations, 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 each Designated Subsidiary Borrowerthe Borrowers, or (e) any payment made to the any Guaranteed Creditors Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to each Designated Subsidiary Borrower the Borrowers or any other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives Borrowers waive any right to the deferral or modification of its obligations hereunder by reason of any such proceeding proceeding, or (f) any action or inaction of the type described in Section 13.05.