No Prejudice or Impairment. The rights under these -------------------------- subordination provisions of the holders of any Senior Claims as against any Junior Claimant shall, to the fullest extent permitted by applicable law, remain in full force and effect without regard to, and shall not be impaired or affected by (i) any act or failure to act on the part of the Company; or (ii) any extension or indulgence with respect to any payment or prepayment of any Senior Claim or any part thereof or with respect to any other amount payable to any holder of any Senior Claim; or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with respect to, any of the terms of any Senior Claim, the Agreement, this Supplement or any other agreement that may be made relating to any Senior Claim; or (iv) any exercise or non-exercise by the holder of any Senior Claim of any right, power, privilege or remedy under or with respect to such Senior Claim, the Agreement, this Supplement or any waiver of any such right, power, privilege or remedy or of any default with respect to such Senior Claim, the Agreement or this Supplement, or any receipt by the holder of any Senior Claim of any security, or any failure by such holders to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Claim; or (v) any merger or consolidation of the Company or any of its Subsidiaries into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company or any of its Subsidiaries to any other Person; or (vi) absence of any notice to, or knowledge by, any Junior Claimant of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (v); or (vii) any other circumstance. The terms and conditions of this Section 11.16 shall not be modified or amended without the ------------- express written consent of the Certificateholders of at least 50% of the Invested Amount of each Outstanding Series of VFC Certificates and, if any such amendment would adversely affect the interests of an ECI Holder, without the written consent of the ECI Holder or Holders.
No Prejudice or Impairment. No right of Senior Lender to enforce the subordination of the Junior Debt shall be impaired by any act or failure to act by any Obligated Party or by its failure to comply with this Agreement. Without limiting the generality of the foregoing, the rights of Senior Lender under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by: (A) any act or failure to act of any Obligated Party or Junior Lender, or any noncompliance by any Obligated Party or Junior Lender with any agreement or obligation, regardless of any knowledge thereof which Senior Lender may have, (B) the validity or enforceability of the Senior Debt Documents, (C) subject to Section 10 hereof, any extension or indulgence in respect of any payment or prepayment of the Senior Debt or any part thereof or in respect of any other amount payable to Senior Lender, (D) subject to Section 10 hereof, any amendment, modification or waiver of any of the terms of the Senior Debt Documents or the Junior Debt Documents, (E) any exercise, delayed exercise or non-exercise by Senior Lender of any right, power, privilege or remedy under or in respect of any Senior Debt, the Collateral or this Agreement, (F) any other action of Senior Lender permitted under the Senior Debt Documents or this Agreement or (G) the absence of any notice to, or knowledge by, Junior Lender of the existence, creation or non-payment of all or any part of the Senior Debt, or the occurrence of any of the matters or events set forth in the foregoing clauses (A) through (F), except as such notice shall be required pursuant to the terms hereof.
No Prejudice or Impairment. No present or future holder of any Obligations shall be prejudiced in the right to enforce subordination of the Permitted Subordinated Debt by any act or failure to act on the part of the Borrower. Nothing contained herein shall impair, as between the Borrower and the holder of the Permitted Subordinated Debt, the obligation of the Borrower to pay to the holder hereof the principal hereof and premium, if any, and interest hereon as and when the same shall become due and payable in accordance with the terms hereof, or, except as provided herein, prevent the holder of the Permitted Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or thereunder upon the happening of an event of default in respect of the Permitted Subordinated Debt, all subject to the rights of the holders of Obligations as provided in this section to receive cash, securities or other property otherwise payable or deliverable to the holder of the Permitted Subordinated Debt directly or indirectly by the Borrower from any source whatsoever.
No Prejudice or Impairment. No present or future holder of any Superior Debt shall be prejudiced in the right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of the Company or the holders of the Subordinated Debt. Nothing contained herein shall impair, as between the Company and the holder of any Subordinated Debt, the obligation of the Company to pay to the holder thereof the principal thereof and interest thereon as and when the same shall become due and payable in accordance with the terms thereof and of this Agreement, or prevent the holder of any Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a Potential Event of Default or Event of Default hereunder, all subject to the terms of this section 13 and the rights of the holders of the Superior Debt to receive cash, securities or other property otherwise payable or deliverable to the holders of Subordinated Debt.
No Prejudice or Impairment. The provisions of this Agreement are solely for the purposes of defining the relative rights of the Senior Agent (for the benefit of the Senior Lenders) and the Junior Noteholder, and (subject to Section 14 hereof) no Person other than the Senior Agent, the Senior Lenders and the Junior Noteholder shall have the right to enforce any provision hereof. Nothing herein shall impair or prevent the Senior Agent or the Senior Lenders from exercising all rights and remedies otherwise permitted by applicable law upon default under the Loan Documents. The right of the Senior Agent or the Senior Lenders to enforce any provision of this Agreement shall not at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act by the Senior Agent or any Senior Lender or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Loan Documents or the Junior Note, regardless of any knowledge thereof which the Senior Agent or any Senior Lender may have or be otherwise charged with. Nothing herein shall impair, as between each Loan Party and the Junior Noteholder, the obligation of such Loan Party to pay to the Junior Noteholder the principal of and interest on the Junior Note as and when the same shall become due in accordance with its terms, subject, however, to the provisions of this Agreement.
No Prejudice or Impairment. Nothing contained herein shall impair, as between the Borrower and the holder of the Permitted Subordinated Debt, the obligation of the Borrower to pay to the holder thereof the principal thereof and premium, if any, and interest thereon as and when the same shall become due and payable in accordance with the terms thereof, or, except as provided herein, prevent the holder of the Permitted Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or thereunder upon the happening of an event of default in respect of the Permitted Subordinated Debt, all subject to the rights of the holders of Loan Obligations as provided in Paragraphs 6, 7 and 8 to receive cash, securities or other property otherwise payable or deliverable to the holder of the Permitted Subordinated Debt directly or indirectly by the Borrower from any source whatsoever.
No Prejudice or Impairment. The provisions of this Agreement are solely for the purposes of defining the relative rights of Senior Creditor, on the one hand and Subordinate Creditor, on the other hand. Senior Creditor shall not be prejudiced in the right to enforce subordination of the Subordinate Debt by any act or failure to act by any Loan Party or anyone in custody of its assets or property. Nothing herein shall impair, as between each Loan Party and Subordinate Creditor, the obligation of such Loan Party, which is unconditional and absolute, to pay to Subordinate Creditor the principal of and interest on the Subordinate Debt as and when the same shall become due in accordance with their terms, nor shall anything herein prevent Subordinate Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Subordinate Loan Documents, subject, however, to the provisions of this Agreement and the rights of Senior Creditor to the extent provided herein.
No Prejudice or Impairment. The provisions of this Article XII are solely for the purpose of defining the relative rights of the Senior Administrative Agent and the holders of the Senior Debt on the one hand, and the Administrative Agent and the Lenders on the other hand, and none of such provisions shall impair, as between the Borrower and the Administrative Agent and the Lenders the respective obligations of the Borrower, which are unconditional and absolute, to pay to the Administrative Agent and the Lenders the Obligations in accordance with the terms hereof nor shall any such provisions prevent the Administrative Agent or the Lenders from exercising all remedies otherwise permitted under applicable law or under the terms of this Agreement, subject to the rights of the Senior Administrative Agent and the holders of Senior Debt hereunder.
No Prejudice or Impairment. The rights of the holders of Senior Indebtedness under this Article shall remain in full force and effect without regard to, and shall not be impaired or affected by, (a) any amendment, modification, restatement, waiver, compromise, release or consent with respect to the GE Credit Agreement or other instrument evidencing or governing any Senior Indebtedness, (b) any loss, release, subordination or depreciation of any collateral or guaranty for the Senior Indebtedness, (c) any failure to collect or receive payment of any Senior Indebtedness or (d) any invalidity, unenforceability or subordination of any Senior Indebtedness in any insolvency, bankruptcy or similar proceeding.
No Prejudice or Impairment. The provisions of this Article Eleven are solely for the purposes of defining the relative rights of Senior Creditors, on the one hand, and Subordinated Creditors, on the other hand. Nothing herein shall impair or prevent any Senior Creditor from exercising all rights and remedies otherwise permitted by applicable law upon default under the Senior Loan Documents subject, however, to the provisions of this Article Eleven. Senior Creditors shall not be prejudiced in the right to enforce subordination of the Subordinated Debt by any act or failure to act by any Subordinated Subsidiary Guarantor or anyone in custody of its assets or property. Nothing herein shall impair, as between any Subordinated Subsidiary Guarantor and the Subordinated Creditors, the obligations of any Subordinated Subsidiary Guarantor, which are unconditional and absolute, to pay to the Subordinated Creditors the principal of and interest on the Subordinated Debt as and when the same shall become due in accordance with their terms, nor shall anything herein prevent Subordinated Creditors from exercising all rights and remedies otherwise permitted by applicable law upon default under the Subordinated Loan Documents, subject in each case, however, to the provisions of this Article Eleven.
