Common use of First Lien Obligations Unconditional Clause in Contracts

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunder, and all agreements and obligations of the Second Lien Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; or (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection of any Lien of any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or any guarantee thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Obligations, or of any of the First Lien Secured Parties or any Loan Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the any First Lien Secured Parties Representative hereunder, and all agreements and obligations of the other First Lien Representative, the Second Lien Secured Representatives and the Loan Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orCredit Document; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Credit Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the First Lien Obligations or any guarantee thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency or Liquidation Proceeding in respect of any Borrower or any other Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Representatives or any Loan Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the First Lien Secured Parties Parties) and the First Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties) and the Second Lien Agent, the Borrower and the other Credit Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of any of the First Lien Agents and First Lien Secured Parties on security interest in any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent, or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the each First Lien Secured Parties Agent hereunder, and all agreements and obligations of the each Second Lien Secured Agent and the Credit Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien ObligationsObligations (it being specifically acknowledged that a portion of the First Lien Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed), or, subject to Sections 5.2(a) hereof, any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or or, subject to Sections 5.2(a) hereof, any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, refunding, restatement or increase of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunder, and all agreements and obligations of the Second Lien Secured Parties, the Company and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Party or any Loan Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunderRepresentative under this Agreement, and all agreements and obligations of the Second Lien Secured Parties Representative, the Company and the other Grantors (and, to the extent applicable, the Loan Parties) hereunderunder this Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection of any Lien of any prior to the Payment in Full of the First Lien Agents and First Lien Secured Parties on Obligations, any Common exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder;; or (d) the commencement any exercise or delay in or refrain from exercising any right or remedy, any election of remedies, any Insolvency Proceeding in respect of taking or failure to take any Loan Party; or (e) Liens or additional Liens, as well as any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Representative, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of First Lien Collateral Agent and the other First Lien Secured Parties hereunder, and all agreements and obligations of Second Lien Collateral Agents, the other Second Lien Secured Parties (andParties, to Company and the extent applicable, the Loan Parties) other Debtors hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Lien Loan Document and regardless of whether or any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orHedge Agreement; (bii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien ObligationsClaims, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including or any increase refinancing, replacement, refunding, renewal or restatement of any First Lien Loan Document or any First Lien Hedge Agreement; (iii) until the First Lien Claims have been Paid in the amount thereofFull, any exchange, release, voiding, avoidance, subordination, postponement or non-perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection of any Lien of any portion of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations Claims or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (div) any Insolvency or Liquidation Proceeding (or the commencement of any Insolvency Proceeding such proceeding) in respect of any Loan PartyDebtor; or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Debtor in respect of the First Lien ObligationsClaims, or of any of the First Second Lien Collateral Agent, any other Second Lien Secured Parties Party or any Loan Party, to the extent applicable, Debtor in respect of this AgreementAgreement (other than Payment in Full).

First Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the First Lien Secured Parties Parties) and the First Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties Parties) and the Second Lien Agent, the Borrower and the other Obligors (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Obligor in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent, or any Loan PartyObligor, to the extent applicable, in respect of this Agreement.. Exhibit A Page 27

First Lien Obligations Unconditional. All rights and interests of the First Lien Priority Secured Parties hereunder, and all agreements and obligations of the Second Lien Priority Secured Parties (and, to the extent applicable, the Loan PartiesGrantors) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orPriority Document; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Priority Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of any of the First Lien Agents and First Lien Secured Parties on security interest in any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Lien Obligations, or of any of the First Lien Second Priority Secured Parties Party, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties Agent and the Second Lien Notes Trustee, as applicable hereunder, and all agreements and obligations of the Second Lien Secured Notes Trustee and the First Lien Agent and the Credit Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First or Second Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orNotes Document; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations or the Second Lien Notes Obligations, as applicable, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document or Second Lien Note Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the First Lien Obligations or the Second Lien Notes Obligations or any guarantee thereof, except to the extent expressly prohibited hereunderor guaranty thereof in each case; (d) the commencement of any Insolvency Proceeding in respect of any Loan Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Lien Obligations (other than Discharge of First Lien Obligations) or the Second Lien Notes Obligations (other than Discharge of Second Lien Notes Obligations), or of any of the First Lien Secured Parties Agent, the Second Lien Notes Trustee or any Loan Credit Party, to the extent applicable, in respect of this Agreement. Without limiting the generality of the foregoing, no right of the First Lien Secured Parties, the First Lien Agent, the Second Lien Secured Parties, the Second Lien Notes Trustee or any of them to enforce any provision of this Agreement or any First Lien Document or Second Lien Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Credit Party or by any act or failure to act by any First Lien Secured Parties, the First Lien Agent, the Second Lien Secured Parties or the Second Lien Notes Trustee or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Documents or any of the Second Lien Notes Documents, regardless of any knowledge thereof which the First Lien Secured Parties, the First Lien Agent, the Second Lien Secured Parties or the Second Lien Notes Trustee, or any of them, may have or be otherwise charged with.

First Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the First Lien Secured Parties Parties) and the First Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties Parties) and the Second Lien Agent, the Borrowers and the other Obligors (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Obligor in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent, or any Loan PartyObligor, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunderRepresentative under this Agreement, and all agreements and obligations of the Second Lien Secured Representative, the Borrower and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunderunder this Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Collateral Document and regardless of whether any of the Liens of or the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orCredit Agreement; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to Collateral Document or the extent expressly prohibited hereunderFirst Lien Credit Agreement; (c) any exchange, release or lack of perfection of any Lien of any prior to the Payment in Full of the First Lien Agents and First Lien Secured Parties on Obligations, any Common exchange, release, voiding, impairment, avoidance or non-perfection of any security interest in any Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder;; or (d) the commencement any exercise or delay in or refrain from exercising any right or remedy, any election of remedies, any Insolvency Proceeding in respect of taking or failure to take any Loan Party; or (e) Liens or additional Liens, as well as any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the First Lien Secured Parties Parties) and the First Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties Parties) and the Second Lien Agent and the Borrowers (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party the Obligor in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent, or any Loan Partythe Obligor, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunderRepresentatives under this Agreement, and all agreements and obligations of the Second Lien Secured Representatives, the Third Lien Representatives and the Credit Parties (and, to the extent applicable, applicable and subject to the Loan Partiesrights of the Credit Parties under the underlying debt agreements and collateral documents) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Collateral Document and regardless of whether or any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orObligations; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to Collateral Document or the extent expressly prohibited hereunderFirst Lien Obligations; (c) any exchange, release or lack of perfection of any Lien of any prior to the Payment in Full of the First Lien Agents and First Lien Secured Parties on Obligations, any Common exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Representatives, any of the Third Lien Representatives or any Loan Partyof the Credit Parties, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties Agent hereunder, and all agreements and obligations of the Second Lien Secured Agent and the Credit Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien ObligationsObligations (it being specifically acknowledged that a portion of the First Lien Obligations may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed), or, subject to Sections 5.2(a) and 5.2(c) hereof, any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or or, subject to Sections 5.2(a) and 5.2(c) hereof, any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, refunding, restatement or increase of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunderRepresentative under this Agreement, and all agreements and obligations of the Second Lien Secured Representative, TCMI, TCML and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunderunder this Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Collateral Document and regardless of whether any of or the Liens of the Existing First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orCredit Agreement; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to Collateral Document or the extent expressly prohibited hereunderExisting First Lien Credit Agreement; (c) any exchange, release or lack of perfection of any Lien of any prior to the Payment in Full of the First Lien Agents and First Lien Secured Parties on Obligations, any Common exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder;; or (d) the commencement any exercise or delay in or refrain from exercising any right or remedy, any election of remedies, any Insolvency Proceeding in respect of taking or failure to take any Loan Party; or (e) Liens or additional Liens, as well as any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the First Lien Secured Parties Parties) and the First Lien Agent hereunder, and all agreements and obligations of the Collateral Agent (on behalf of the Second Lien Secured Parties Parties) and the Second Lien Agent, the Borrower and the other Obligors (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether any of the Liens of the First Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any First Lien Document, except to the extent expressly prohibited hereunder; (c) prior to the First Lien Obligations Payment Date, any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of security interest in any of the First Lien Agents and First Lien Secured Parties on any Common Collateral or any other assetcollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Obligor in respect of the First Lien Obligations, or of any of the First Second Lien Secured Parties Agent, or any Loan PartyObligor, to the extent applicable, in respect of this Agreement.

First Lien Obligations Unconditional. All rights and interests of the First Lien Secured Parties hereunderrights, and all interests, agreements and obligations of the Second First Lien Collateral Agent and the First Lien Secured Parties (andParties, to and the extent applicableSubordinated Lien Collateral Agents and the Subordinated Lien Secured Parties, the Loan Parties) hereunderrespectively, hereunder shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Lien Document and regardless of whether Documents or any of the Liens of the First Subordinated Lien Agents and First Lien Secured Parties are not perfected or are voidable for any reason; orDocuments; (b) any change in the time, manner or place or manner of payment of, or in any other term terms of, all or any portion of the First Lien Obligations or Subordinated Lien Obligations, or any amendment, amendment or waiver or other modification, whether by course of conduct, in writing or otherwise, including any increase in the amount thereof, whether by course of conduct or any refinancingotherwise, replacement, refunding or restatement of the terms of any First Lien Document or of the terms of the Subordinated Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection exchange of any Lien of any of the First Lien Agents and First Lien Secured Parties on security interest in any Common Collateral or any other assetcollateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Subordinated Lien Obligations or any guarantee thereof, except to the extent expressly prohibited hereunder; (d) the commencement of any Insolvency Proceeding in respect of the Company or any Loan Partyother Grantor; or (e) any other circumstances that otherwise might constitute a defense (other than a defense that such obligations have in-fact been repaid) available to, or a discharge of, the Company or any Loan Party other Grantor in respect of the First Lien Obligations, Obligations or of any of the First Subordinated Lien Secured Parties or any Loan Party, to the extent applicable, Obligations in respect of this Agreement.