Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of the Applicable Guarantors hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors hereunder shall not be affected or impaired by (a) any direction as to application of payment by 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, 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 Borrowers, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 Applicable Guarantors each Credit Agreement Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by such Credit Agreement Party, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Credit Agreement Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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, 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 Borrowersany Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each Credit Agreement Party 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 15.0514.05, 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Holdings Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers either Borrower, any other Holdings 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 Holdings Guaranteed 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 the Borrowerseither Borrower or any other Holdings Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Holdings Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers either Borrower or any other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors Parent hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Parent hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by the Guaranteed Creditors as contemplated in Section 15.0511.05, 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 Applicable Guarantors Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, Obligations whether executed by the Borrower, any other guarantor or by any other party, and the liability of the Applicable Guarantors Borrower hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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, 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 Borrowersany 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 the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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, 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 Borrowersany Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 15.0514.05, 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 Applicable Guarantors Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Guaranteed Obligations, Obligations whether executed by the Borrower, any other guarantor or by any other party, and the liability of the Applicable Guarantors Borrower hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers any Guaranteed Party NEWYORK 9228865 (2K) -164- 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, 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 Borrowersany 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 the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of each of the Applicable Guarantors Parent, Arlington and GMSC hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by the Parent, Arlington, GMSC, any other guarantor or by any other party, and the liability of each of the Applicable Guarantors Parent, Arlington and GMSC hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower or any other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by the Guaranteed Creditors as contemplated in Section 15.0513.05, 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed ObligationsObligations of the Borrower, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by any circumstances whatsoever, including, without limitation, (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 15.0514.05, or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, including, without limitation, any such invalidity, irregularity or unenforceability caused by a change in law.

Nature of Liability. The liability of the Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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, 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 Borrowersany Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 153 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Holdings Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers each Borrower, any other Holdings 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 Holdings Guaranteed 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 the Borrowerseach Borrower or any other Holdings Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Holdings Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers each Borrower or any other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors U.S. Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Relevant Term Loan Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors U.S. Borrower hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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 Term Loan Guaranteed 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 the Borrowersany Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Term Loan Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive U.S. 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 by the Guaranteed Creditors as contemplated in Section 15.0512.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Term Loan Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of the Applicable Guarantors Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the any 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, 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 any Borrowers, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by the Guaranteed Creditors as contemplated in Section 15.0514.05, or (g) Section 12.05 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 Applicable Guarantors each Credit Agreement Party Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations whether executed by such Credit Agreement Party Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Credit Agreement Party Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each Credit Agreement Party 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 by of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity -187- the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors Parent hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations whether executed by the Parent, any other guarantor or by any other party, and the liability of the Applicable Guarantors Parent hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers Borrower or any Borrowing 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, 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 BorrowersBorrower or any Borrowing Subsidiary, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower or any Borrowing Subsidiary pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers Borrower, any other 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, 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 BorrowersBorrower or any other Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.0513.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating there.

Nature of Liability. The liability of the Applicable Guarantors each Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors such Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each 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 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 each of the Applicable Guarantors Parent and Arlington hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of each of the Applicable Guarantors Parent and Arlington hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Secured Creditor on the Guaranteed Obligations which any such Guaranteed Secured Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by the Guaranteed Secured Creditors as contemplated in Section 15.0514.05, 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not not, to the maximum extent permitted by applicable law, be affected or impaired by (a) any direction as to application of payment by 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, 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 BorrowersLoan Parties, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers either Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 15.05subsection 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 Holdings and the Applicable Guarantors US Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the indebtedness of the Guaranteed Obligations, Parties whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers Guaranteed Parties 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 indebtedness of the Guaranteed ObligationsParties, 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 BorrowersGuaranteed Parties, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations indebtedness which any such Guaranteed Creditor repays to the Borrowers Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of Holdings and the Applicable Guarantors waive US 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 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. (a) The liability of the Applicable Guarantors each Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Company whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersCompany, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor, to the Applicable Guarantors waive extent permitted by applicable law, 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 each of the Applicable Parent Guarantors hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Borrower whether executed by each of the Parent Guarantors, any other guarantor or by any other party, and the liability of each of the Applicable Parent Guarantors hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Applicable Parent Guarantors waive 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 Applicable Guarantors each Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Company whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersCompany, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor, to the Applicable Guarantors waive extent permitted by applicable law, 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 Applicable Guarantors each Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangementarrange ment, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each Parent Guarantor waives any right to the deferral or modification of its obligations obliga tions 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. (a) The liability of the Applicable Guarantors each Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guaranty guarantee of the Guaranteed Obligations, Obligations of the Borrower or any Guarantor whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor, to the Applicable Guarantors waive extent permitted by applicable law, 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and to the extent permitted by applicable law, the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers Borrower or by any other partyPerson, or (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, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than to the extent of such payment or reduction), or (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 158 contemplated in Section 15.05, 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, ------------------- exclusive and independent of any security for or other guaranty of the Guaranteed ObligationsObligations of any Borrowers, whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations 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 the Borrowersany Borrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations of any Borrower which any such Guaranteed Creditor repays to the Borrowers any Borrower or any other Subsidiary of Holdings pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor13.05.

Nature of Liability. The liability of the Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Holdings Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers each Borrower, any other Holdings 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 Holdings Guaranteed 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 the Borrowerseach Borrower or any other Holdings Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Holdings Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers each Borrower or any other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security therefor.other instrument relating thereto. 140

Nature of Liability. The liability of the Applicable Guarantors Parent hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Parent hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by the Guaranteed Creditors as contemplated in Section 15.0512.05, 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 Applicable Guarantors Payment Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Payment Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor Secured Party on the Guaranteed Obligations which any such Guaranteed Creditor Secured Party repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive Payment 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 by the Guaranteed Creditors Secured Parties as contemplated in Section 15.0511.5, 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 Applicable Guarantors each Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each 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 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 Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers any 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, 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 Borrowersany Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 121 Guaranteed Creditors as contemplated in Section 15.0514.05, 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 Applicable Guarantors Corporation hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations whether executed by the Corporation, any other guarantor or by any other party, and the liability of the Applicable Guarantors Corporation hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers any Alternate Currency Revolving Loan Borrower, any other 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, 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 Borrowersany Alternate Currency Revolving Loan Borrower or any other Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers any Alternate Currency Revolving Loan Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive Corporation 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 of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Holdings Guaranteed Obligations, Obligations whether executed by Holdings, any other guarantor or by any other party, and the liability of the Applicable Guarantors Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers either Borrower, any other Holdings 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 Holdings Guaranteed 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 the Borrowerseither Borrower or any other Holdings Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Holdings Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers either Borrower or any other Holdings Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors each Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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 ObligationsObligations of 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 the BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive Parent waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 15.05, or (g) any invalidity, irregularity lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforinstrument relating thereto.

Nature of Liability. The liability of the Applicable Guarantors each of Holdings, Trico Shipping and Intermediate Holdco hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by Holdings, Trico Shipping, Intermediate Holdco, any other guarantor or by any other party, and the liability of the Applicable Guarantors each of Holdings, Trico Shipping and Intermediate Holdco hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower or any other Credit Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 by of the Guaranteed Creditors as contemplated type described in Section 15.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor14.05.

Nature of Liability. The liability of the Applicable Guarantors Trizec hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and the liability of the Applicable Guarantors Trizec hereunder shall not be affected or impaired by (a) any direction as to application of payment by 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, 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 Borrowers, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 15.0512.05, or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Nature of Liability. The liability of the Applicable Guarantors Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by 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 Applicable Guarantors Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by 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, or (c) any payment on or in reduction of any such other guaranty or undertakingundertaking (other than payment in cash of the Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerspersonnel, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive 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 15.0514.05, or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.. 14.04

Nature of Liability. The liability of the Applicable Guarantors each Credit Agreement Party Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, Obligations whether executed by such Credit Agreement Party Guarantor, any other guarantor or by any other party, and the liability of the Applicable Guarantors each Credit Agreement Party Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by the Borrowers 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, 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 BorrowersBorrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrowers Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Applicable Guarantors waive each Credit Agreement Party 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 by of the Guaranteed Creditors as contemplated type described in Section 15.0514.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all any Credit Document or any part of the Guaranteed Obligations or of any security thereforother instrument relating thereto.