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 Secured Obligations of any 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 (ai) any direction as to application of payment by any 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 Borrower; Secured Obligations, 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 Borrower; Borrower or other guarantor, or (ev) any payment made to any Guaranteed Creditor a Secured Party on the Guaranteed Secured Obligations which any such Guaranteed Creditor Secured Party repays to any Borrower or another guarantor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of Guarantors waives, to the Company waives fullest extent permitted by Applicable Law, 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 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 Senior Managing Agents or the Banks on the Guaranteed Obligations indebtedness which any the Senior Managing Agents 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 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 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 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 of any such other guaranty or undertaking; undertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; personnel, 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, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

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 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 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 reduction 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 proceeding in any right to the deferral or modification of its obligations hereunder by reason of any such proceedingjurisdiction.

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 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 Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Secured Obligations, whether executed by the CompanyParent Guarantor, any other guarantor or by any other party, and the liability of the Company Parent 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 Borrower; Secured 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 Secured Creditor on the Guaranteed Secured Obligations which any such Guaranteed Secured Creditor repays to the Borrower or any Borrower other Subsidiary of the Parent Guarantor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Parent 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 12.05.

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 any Borrower whether executed by the Companyany 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 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 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 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 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 each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any Borrower the Borrowers 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 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 the Agents or such Guaranteed Creditor repays Banks repay to any 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 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 the Companyeither Parent Guarantor, any other guarantor or by any other party, and the liability of the 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 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, and the Company each Parent 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 to the extent permitted by applicable law, 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 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 any Borrower; or Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking; undertaking (other than to the extent of such payment or reduction), (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, (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 10.04 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 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 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 dissolutiondissolution of the Borrower or termination, termination or increase, decrease decrease, or change in personnel by any of the Borrower; , or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Lenders on the Guaranteed Obligations which any indebtedness that the Administrative Agent or such Guaranteed Creditor repays to any Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium 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 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. 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 (unless such payment satisfies the Guaranteed Obligations in full) 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 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 Holdings hereunder shall not, to the Company hereunder is not maximum extent permitted by applicable law, 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; 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; the Loan Parties, 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, or (f) any action or inaction by the Guaranteed Creditors as contemplated in subsection 11.5, 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 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 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 the Companysuch Guarantor, any other guarantor or by any other party, and the liability of the 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 of 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, 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 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 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 Borrower; 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 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, 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. (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 the Borrowers 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 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 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, 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 Subsidiary Guarantors hereunder is exclusive and independent of any security for or other guaranty guarantee of the Guaranteed Obligations indebtedness of any Borrower the Companies whether executed by the CompanySubsidiary Guarantors, any other guarantor or by any other party, and the liability of the Company Subsidiary Guarantors hereunder is shall not be affected or impaired by by: (a) any direction as to application of payment by any Borrower the Companies 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 indebtedness of any Borrowerthe Companies; 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 Borrowerthe Companies; or (e) any payment made to any Guaranteed Creditor the Purchaser on the Guaranteed Obligations indebtedness which any such Guaranteed Creditor the Purchaser repays to any Borrower the Companies pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company waives Subsidiary Guarantors waive 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 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 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; 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, 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 each Guarantor hereunder is exclusive and independent of any security for or other guaranty Guaranty of the Guaranteed Obligations indebtedness of any the Borrower whether executed by the Companyany such Guarantor, any other guarantor 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 Borrower or by any other party; or , (b) any other continuing or other guarantyGuaranty, undertaking or maximum liability of a guarantor 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 Guaranty or undertaking; or , (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; , or (e) any payment made to Administrative Agent, or any Guaranteed Creditor Lenders on the Guaranteed Obligations indebtedness which any Administrative Agent, or such Guaranteed Creditor repays to any 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 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 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, 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 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 the Companysuch Cross-Guarantor, any other guarantor or by any other party, and the such Cross-Guarantor's liability of the 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 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 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, and the Company each Cross-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 Corporate Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Secured Obligations, whether executed by the CompanyCorporate Guarantor, any other guarantor or by any other party, and the liability of the Company Corporate 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 Borrower; Secured 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 Secured Creditor on the Guaranteed Secured Obligations which any such Guaranteed Secured Creditor repays to the Borrower or any Borrower other Subsidiary of the Corporate Guarantor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Corporate 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 12.05.

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 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 Lender on the Guaranteed Obligations which any such Guaranteed Creditor the Lender repays 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 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 the Companysuch Cross-Guarantor, any other guarantor or by any other party, and the such Cross-Guarantor’s liability of the 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 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 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, and the Company each Cross-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 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 indebtedness of any Borrower whether executed by the Companysuch Guarantor, any other guarantor or by any other party, and the such Guarantor’s 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 (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 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 Lender on the Guaranteed Obligations which any such Guaranteed Creditor the Lender repays to 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 ------------------- 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 OFSI hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any the Borrower whether executed by the CompanyOFSI, any other guarantor or by any other party, and the liability of the 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 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 OFSI 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 of any Borrower the Company whether executed by the CompanyGuarantor, any other guarantor or by any other party, and the liability of the Company 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 or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Borrower; the Company, 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 Company, or (e) any payment made to any Guaranteed Creditor the Bank on the Guaranteed Obligations which any such Guaranteed Creditor the Bank repays to any Borrower the Company 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 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 party, 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; , 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 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 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. The liability of the Company VHS Holdco I hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the CompanyVHS Holdco I, any other guarantor or by any other party, and the liability of the Company VHS Holdco I 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 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, and the Company VHS Holdco I waives any right to the deferral or modification of its respective obligations hereunder by reason of any such proceeding.

Nature of Liability. (a) 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 the Borrowers whether executed by the Company, any other guarantor such Guarantor or by any other party, and the liability of the Company such Guarantor hereunder is not affected or impaired by (ai) any direction as to application of payment by any a 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 a 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 of a Borrower; , or (ev) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any a Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company such 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 Guaranty of the Guaranteed Obligations indebtedness of any Borrower the Issuer whether executed by the Companyany such Guarantor, any other guarantor 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 Borrower the Issuer or by any other party; or , (b) any other continuing or other guarantyGuaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations indebtedness of any Borrower; or the Issuer, (c) any payment on or in reduction of any such other guaranty Guaranty or undertaking; or , (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower; or the Issuer, (e) any payment made to the Administrative Agent, or any Guaranteed Creditor Note Purchasers on the Guaranteed Obligations indebtedness which any the Administrative Agent, or such Guaranteed Creditor repays to any Borrower repay the Issuer pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, or (f) any event or consequence or other aspect of the Case(s) 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 Borrowers 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 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 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, 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 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, 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 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 Lender 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 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 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 by Section 14.05, 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 Holdings 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 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 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 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 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 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 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 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, 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 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 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; , 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., 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. 171

Nature of Liability. The liability of the Company Trizec 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 Trizec 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 Trizec 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 14.05, 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 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 of any Borrower such Guarantor 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 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 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, 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 each Subsidiary Guarantor 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 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 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 Borrower; the Borrower or (e) any payment made to any Guaranteed Creditor on the Guaranteed Lender in respect of the Obligations which any such Guaranteed Creditor the Lender repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company each Subsidiary Guarantor hereby 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 Acquisition Corp. ------------------- hereunder is exclusive and independent of any security for or other guaranty of the SMT Guaranteed Obligations of any Borrower whether executed by the CompanyAcquisition Corp., any other guarantor or by any other party, and the liability of the Company Acquisition Corp. hereunder is not affected or impaired by (a) any direction as to application of payment by any Borrower SMT 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 SMT 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; SMT, or (e) any payment made to any the Guaranteed Creditor Creditors on the SMT Guaranteed Obligations which any such Guaranteed Creditor repays to any Borrower SMT pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Company Acquisition Corp. 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 Parent Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower whether executed by the CompanyParent Guarantor, any other guarantor or by any other party, and the liability of the Company Parent 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 Creditors 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 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 Borrower whether executed by the Company, any other guarantor 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 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 in reduction of any such other guaranty or undertaking; or , (d) any dissolution, dissolution or termination or increase, decrease or change in personnel by of any Borrower; , or (e) any payment made to the Agent or to any Guaranteed Creditor or all Lenders on the Guaranteed Obligations indebtedness which any such Guaranteed Creditor repays Agent, Lender or Lenders are required to repay to any Borrower Borrower, whether pursuant to a court order order, in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, 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 Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Borrower Borrower, whether executed by the Company, any other guarantor 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 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 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 each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations indebtedness of any Borrower the Borrowers 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 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 indebtedness of any Borrower; or the Borrowers, (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 the Agent, or any Guaranteed Creditor Lenders on the Guaranteed Obligations indebtedness which any such Guaranteed Creditor repays to any Borrower the Agent, repay the Borrowers 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 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 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 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 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 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 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 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, 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 Holdings and the Company 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 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 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, and each of Holdings and the Company Parent hereby 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 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.