No Prejudice or Impairment. The holders of the Junior Claims -------------------------- agree that the holders of the Senior Claims shall have uncontrolled power and discretion, without notice to the holders of the Junior Claims, to deal in any manner with the Senior Claims owing to the holders of the Senior Claims, including interest, costs and expenses payable by the Borrower to the holders of the Senior Claims, and any security and guarantees therefor, including, but not by way of limitation, release, surrender, extension, renewal, acceleration, increase, compromise or substitution. The holders of the Senior Claims may at any time and from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew, increase, or alter, any Senior Claim or security therefor, or release, sell or exchange such security, or amend or supplement any instrument pursuant to which any Senior Claim is issued or secured, or exercise or refrain from exercising any of their rights in respect of the Senior Claims including, without limitation, the waiver of default thereunder, all without notice to or assent from the holders of the Junior Claims, and all without impairing, abridging, releasing or affecting the subordination provisions hereof. The holders of the Junior Claims hereby waive and agree not to assert against the holders of the Senior Claims any rights which a guarantor or surety could exercise, but nothing in this Agreement shall constitute the holders of the Junior Claims a guarantor or surety, and the holders of the Junior Claims hereby waive the right, if any, to require that any holder or holders of the Senior Claims marshal or otherwise require any holder or holders of the Senior Claims to proceed to dispose of or foreclose upon collateral in any manner or order.
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 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. 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. 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:
No Prejudice or Impairment. (a) The rights of the Agent, the Senior Creditors and any other holders of any Senior Debt as against the holders of any Junior Debt, and the rights and obligations of the Junior Creditors, in each case as provided by this Agreement, shall remain in full force and effect without regard to, and shall not be impaired by any circumstance, including without limitation:
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. 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 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.
