Common use of Junior Priority Obligations Unconditional Clause in Contracts

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent Second Lien Representative hereunder, and all agreements and obligations of the Senior Priority AgentsFirst Lien Representatives, the other Junior Priority Agents Second Lien Representatives and the Credit Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior Priority Second Lien Credit 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 Junior Priority Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Junior Priority Second Lien Credit Document; (c) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Second Lien Obligations or any guarantee thereof; (d) the commencement of any Insolvency or Liquidation Proceeding in respect of any Credit Borrower or any other Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Second Lien Obligations, or of any of the Senior Priority Agent First Lien Representatives or any Credit Loan Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (ciii) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (div) the commencement of any Insolvency Proceeding in respect of any Credit Borrower or any other Loan Party; or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Loan Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (ciii) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (div) the commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent Agents, Senior Priority Creditors or any Credit PartyParties, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and all agreements and obligations of the Senior First Priority Agents, the other Junior Priority Agents and the Credit Secured Parties (and, to the extent applicable, the Grantors) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party Grantor in respect of the Junior Priority Obligations, or of any of the Senior First Priority Agent Secured Party or any Credit PartyGrantor, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and and, to the extent applicable, all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (ciii) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (eiv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent Obligations or any Credit Party, to the extent applicable, First Priority Secured Party or any Second Priority Secured Party in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date or the Second Priority Obligations Payment Date, as the case may be).

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and all agreements and obligations of the Senior First Priority Agents, the other Junior Priority Agents and the Credit Secured Parties (and, to the extent applicable, the Grantors) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party Grantor in respect of the Junior Priority Obligations, or of any of the Senior First Priority Agent Secured Party, or any Credit PartyGrantor, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and all agreements and obligations of the Senior First Priority Agents, the other Junior Priority Agents and the Credit 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 Junior Priority DocumentDocument or any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent Obligations or any Credit Party, to the extent applicable, First Priority Secured Party in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) a. any lack of validity or enforceability of any Junior Priority Document; (b) b. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Junior 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 Junior Priority Document; (c) c. any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) d. the commencement of any Insolvency Proceeding in respect of any Credit Borrower or any other Loan Party; or (e) e. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Loan Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and and, to the extent applicable, all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: : (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; ; (ciii) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; ; or (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (eiv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent Obligations or any Credit Party, to the extent applicable, First Priority Secured Party or any Second Priority Secured Party in respect of this AgreementAgreement (other than the occurrence of the First Priority Obligations Payment Date or the Second Priority Obligations Payment Date, as the case may be).

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a1) any lack of validity or enforceability of any Junior Priority Document; (b2) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Junior 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 Junior Priority Document; (c3) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (d4) the commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or (e5) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: : (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; ; (ciii) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; ; -48- (div) the commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Borrower or any other Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior Priority Obligations, or any amendment, restatement, supplement, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Junior Priority Document; (c) any exchange, release, voiding, avoidance or non 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (d) the commencement of any Insolvency Proceeding in respect of any Borrower or any other Credit Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights and interests of any the Junior Priority Agent Secured Parties hereunder, and all agreements and obligations of the Senior Second Priority Agents, the other Junior Priority Agents and the Credit Secured Parties (and, to the extent applicable, the Grantors) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral, 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, refunding or restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee or guaranty thereof; (d) the commencement of any Insolvency Proceeding in respect of any Credit Party; or (ed) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party Grantor in respect of the Junior Priority Obligations, or of any of the Senior Second Priority Agent Secured Party or any Credit PartyGrantor, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any Junior Priority Agent hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (a) : any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (c) ; any exchange, release, voiding, avoidance or non 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (d) ; the commencement of any Insolvency Proceeding in respect of any Credit Party; or (e) or any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

Junior Priority Obligations Unconditional. All rights of any the Junior Priority Agent Agents hereunder, and all agreements and obligations of the Senior Priority Agents, the other Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any Junior 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 Junior 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 Junior Priority Document; (ciii) any exchange, release, voiding, avoidance 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, restatement or increase of all or any portion of the Junior Priority Obligations or any guarantee thereof; (div) the commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Junior Priority Obligations, or of any of the Senior Priority Agent or any Credit Party, to the extent applicable, in respect of this Agreement.