Common use of First Priority Obligations Unconditional Clause in Contracts

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeRepresentative or any other Second Priority Secured Party, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeRepresentative or any other Second Priority Secured Party, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority Document; (b) except as otherwise set forth in this Agreement, any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties Representative hereunder, and all agreements and obligations of the Second Priority Secured Representative, the Borrower and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (div) prior to the First Priority Obligations Payment Date, any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties Representative hereunder, and all agreements and obligations of the Second Priority Secured Representative, the Borrower and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (div) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights Subject to compliance with the terms of this Agreement, all rights, interests and interests obligations of the First Priority Secured Parties hereunder, and all agreements and rights, interests and obligations of the Second Priority Secured Parties (andParties, and to the extent applicable, applicable the Loan Parties) Credit Parties and the Parent hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; (iv) the commencement of any Insolvency Proceeding; or (dv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties (and, to the extent applicable, the Loan PartiesCompany) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party the Company in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Partythe Company, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the Discharge of the First Priority Obligations Payment DateObligations, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereofguarantee; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Borrower or any Loan Party Grantor in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or the Borrower or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties and the Junior Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (div) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, Secured Parties or any Loan Party, to the extent applicable, Junior Priority Secured Parties in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Junior 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Shared 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, or of any of the Second Junior Priority Representative, Secured Party or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunderunder this Agreement, and all agreements agreements, duties and obligations of the Second Priority Secured Parties, the Borrower 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 Priority Document; (b) except as may be expressly prohibited by this Agreement, any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations, or any amendment, waiver supplement, waiver, consent or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest Lien in any Common Collateral or any other collateral, or any release, amendment, waiver supplement, waiver, consent or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, Secured Parties or any Loan Party, to the extent applicable, any Loan Party in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties and the Junior Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: : (ai) any lack of validity or enforceability of any First Priority Document; ; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; ; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties Creditors hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or; (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this Agreement; or (e) the commencement of any Insolvency Proceedings in respect of any Loan Party.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding; or (de) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeRepresentative or any Second Priority Secured Party, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, Obligations or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, Secured Party in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties (and, to the extent applicable, the Loan PartiesPar Piceance) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any First Priority Document; (b) any change in the time, place place, or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations, or any amendment, waiver waiver, or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding refunding, or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance avoidance, or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver waiver, or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding refunding, or restatement of all or any portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Par Piceance in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan PartyPar Piceance, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All With respect to each Type of Common Collateral, all rights and interests of the First Priority Secured Parties Representative hereunder, and all agreements and obligations of the Second Priority Secured Representative and the Loan Parties (andhereunder, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancingRefinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancingRefinancing, replacement, refunding or restatement of all or any portion of the First Priority Obligations or any guarantee or guaranty thereof; or (div) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Parties, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First First-Priority Secured Parties hereunder, and all agreements and obligations of the Second Second-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 First-Priority 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 First-Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First First-Priority Document; (c) prior to the First First-Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First First-Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First First-Priority Obligations, or of any of the Second Second-Priority RepresentativeSecured Party, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority DocumentDocument (including, without limitation, any increase in the amount of the First Priority Obligations to the extent permitted by the Second Priority Documents); (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereofthereof (including, without limitation, any increase in the amount of the First Priority Obligations to the extent permitted by the Second Priority Documents); or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations (other than payment in full in cash of the First Priority Obligations), or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties and the Third Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, the Third Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document, in each case, permitted hereunder; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-non perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof, in each case, permitted hereunder; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties and the Junior Priority Secured Parties (and, to the extent applicable, the Loan PartiesGrantors) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Loan Document; (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 Priority Secured Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Loan Document; (ciii) prior to the payment in full of the First Priority Obligations Payment DateSecured Obligations, any exchange, release, voiding, avoidance or non-perfection of any security interest Lien in any Common 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 Refinancing of all or any portion of the First Priority Secured Obligations or any guarantee or guaranty thereof; or (div) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, Secured Obligations or of any of the Second Priority Representative, Secured Party or any Loan Party, to the extent applicable, Junior Priority Secured Party in respect of this Collateral Trust Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties Party (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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Junior 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Shared 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the First Priority Obligations, or of any of the Second Junior Priority RepresentativeSecured Party, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection nonperfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeRepresentative or any other Second Priority Secured Party, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Junior Priority 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 Priority DocumentDocument or any First Priority Liens; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Junior Priority RepresentativeRepresentatives, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority DocumentDocument or any First Priority Liens; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeSecured Party, or any Loan Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the each First Priority Secured Parties Agent hereunder, and all agreements and obligations of the Second Priority Secured Parties (and, to the extent applicable, the Lien Term Loan Parties) Agent hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any First Priority Document; (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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (ciii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; (iv) the commencement of any Insolvency Proceeding in respect of the Administrative Borrower or any other Credit Party; or (dv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the First Priority Obligations, or of any of the Second Priority RepresentativeLien Term Loan Agent, or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority 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 Priority 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 Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common 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 portion of the First Priority Obligations or any guarantee or guaranty thereof; or (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date).