Common use of No Prejudice or Impairment Clause in Contracts

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 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 clauses (i) through (v); or (vii) any other circumstance. The terms and conditions of this Section 11.16 11.17 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 rights under these -------------------------- subordination provisions of the holders liabilities of any Senior Claims as against any Junior Claimant shall, Borrower with respect to the fullest extent permitted by applicable law, Obligations or the Subordination Provisions shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (i) any act or failure to act on the part of the Company; or any Borrower; (ii) any extension renewal, extension, accrual, or indulgence with in respect to of any payment or prepayment of any Senior Claim Obligation or any part thereof or with in respect to of any other amount payable to any holder of any Senior Claim; or Secured Party; (iii) any amendment, modification modification, or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent consent, or other action with in respect toof, any of the terms of any Senior Claim, the Agreement, this Supplement Loan Document or any other agreement that may be made relating to any Senior Claim; or Obligation; (iv) any exercise or non-exercise by the holder of any Senior Claim Secured Party of any right, power, privilege privilege, or remedy under or with in respect to such Senior Claimof any Obligation or these Subordination Provisions, the Agreement, this Supplement or any waiver of any such right, power, privilege privilege, or remedy or of any default with in respect to of such Senior ClaimObligation, the Agreement or this Supplementany Loan Document, or these Subordination Provisions; (v) any receipt by the holder of any Senior Claim Secured Party of any security, or any failure by such holders Secured Party to perfect a security interest in, or any release by such holder Secured Party of, any security for the payment of such Senior Claim; or any Obligation; (vvi) any merger or consolidation of the Company or any of its Subsidiaries Borrower into or with any other Person, or any sale, lease lease, or transfer of any or all of the assets of the Company or any of its Subsidiaries Borrower to any other Person; , with or without the consent of any Secured Party; (vivii) absence of any notice to, or knowledge by, any Junior Claimant the Borrowers of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions clauses (i) through (vvi); or or (viiviii) 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 Holderscircumstance whatsoever.

No Prejudice or Impairment. (i) The rights under these -------------------------- subordination provisions of the holders of any Senior Claims Debt as against any Junior Claimant shall, to the fullest extent permitted by applicable law, Lender shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (iA) any act or failure to act on the part of the CompanyBorrower; or or (iiB) any extension or indulgence with in respect to of any payment or prepayment of any Senior Claim Debt or any part thereof or with in respect to of any other amount payable to any holder of any Senior ClaimDebt; or or (iiiC) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with in respect toof, any of the terms of any Senior Claim, the Agreement, this Supplement or any other agreement that may be made relating to any Senior ClaimDebt; or or (ivD) any exercise or non-exercise by the holder of any Senior Claim Debt of any right, power, privilege or remedy under or with in respect to of such Senior ClaimDebt or these subordination provisions, the Agreement, this Supplement or any waiver of any such right, power, privilege or remedy or of any default with in respect to of such Senior Claim, the Agreement Debt or this Supplementthese subordination provisions, or any receipt by the holder of any Senior Claim of Debt or any security, or any failure by such holders holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Claim; or Debt, or (vE) any merger or consolidation of the Company Borrower or any of its Subsidiaries subsidiaries into or with any other Personperson, or any sale, lease or transfer of any or all of the assets of the Company Borrower or any of its Subsidiaries subsidiaries to any other Personperson; or or (viF) absence of any notice to, or knowledge by, any Junior Claimant holder of the Subordinated Debt of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (iA) through (vE); or or (viiG) any other circumstance. circumstances. (ii) The terms and conditions Lender unconditionally waives: (A) notice of this Section 11.16 shall not be modified or amended without the ------------- express written consent any of the Certificateholders matters referred to in Section 8(f)(i), (B) to the extent permitted by law, all notices which may be required, whether by statute, rule of at least 50% law or otherwise, to preserve intact any rights of any holder of any Senior Debt against the Borrower, including, without limitation, any demand, presentment and protest, proof of notice of nonpayment under any Senior Debt, (C) any right to the enforcement, assertion or exercise by any holder of any Senior Debt of any right, power, privilege or remedy conferred in such Senior Debt, or otherwise, (D) any requirement of diligence on the part of any holder of any of the Invested Amount Senior Debt, (E) any requirement on the part of each Outstanding Series any holder of VFC Certificates andany Senior Debt to mitigate damages resulting from any default under such Senior Debt, and (F) any notice of any sale, transfer or other disposition of any Senior Debt by any holder thereof. (iii) The obligations of the Lender under these subordination provisions shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Debt, or any other payment to any holder of any Senior Debt in its capacity as such, is rescinded or must otherwise be restored or returned by the holder of such amendment would adversely affect Senior Debt upon the interests occurrence of an ECI Holderany Proceeding, without the written consent or upon or as a result of the ECI Holder appointment of a receiver, intervenor or Holdersconservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payment had not been made.

No Prejudice or Impairment. (a) The rights under these -------------------------- subordination provisions of Lender and any other holders of any Senior Debt as against the holders of any Senior Claims Junior Debt, and the rights and obligations of Junior Creditor, in each case as against any Junior Claimant shallprovided by the terms of this Agreement, to the fullest extent permitted by applicable law, shall remain in full force and effect without regard to, and shall not be impaired or affected by any circumstance, including without limitation: (i) any act or failure to act on the part of the Company; or (ii) any extension or indulgence with in respect to of any payment or prepayment of any Senior Claim Debt or any part thereof or with respect to any other amount payable to any holder of any Senior Claim; or thereof; (iiiii) any amendment, modification modification, increase, refinancing or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with in respect toof, any of the terms of Senior Debt or any Senior Claim, the Agreement, this Supplement or any other agreement that may be made relating to any Senior Claim; or Debt Document; (iviii) any exercise or non-exercise by the holder of any Senior Claim Debt of any right, power, privilege or remedy under or with in respect to of such Senior ClaimDebt or the Senior Debt Documents, the Agreement, this Supplement or any waiver of any such right, power, privilege or remedy or of any default with respect to such Senior ClaimDefault or Senior Event of Default, the Agreement or this Supplement, or any receipt by the holder of any Senior Claim Debt of any security, or any failure by such holders holder to perfect a security interest in, or any release by such holder of, any security for of the payment of such Senior Claim; or Creditor Liens; (viv) any merger or consolidation of the Company Debtor or any of its Subsidiaries Guarantor into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company Debtor or any of its Subsidiaries Guarantor to any other Person; (v) consent to any use of cash collateral by, or to the extension of credit to, Debtor or Guarantor in any Proceeding; or or (vi) absence of any notice to, to or knowledge by, any by Junior Claimant Creditor of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (v); . (b) Junior Creditor unconditionally waives, for the benefit of any holder of Senior Debt (i) notice of any of the matters referred to in Section 7(a), (ii) all notices which may be required, whether by statute, rule of law or otherwise, to preserve any rights of any holder of any Senior Debt against Debtor or Guarantor, including, without limitation, any demand, presentment and protest, proof of notice of nonpayment, notice of intent to accelerate, notice of acceleration, and notice of any failure by Debtor or Guarantor to perform and comply with any covenant, agreement, term or condition of the Senior Debt or the Senior Debt Documents, (viiiii) any right to require enforcement, assertion or exercise by Lender of any right, power, privilege or remedy conferred in the Senior Debt Documents, (iv) any requirement of diligence on the part of Lender, (v) any requirement on the part of Lender to mitigate damages resulting from any default under any Senior Debt or the Senior Debt Documents and (vi) notice of any sale, transfer or other circumstance. disposition by Lender of any Senior Debt or Senior Creditor Lien. (c) The terms and conditions obligations of Junior Creditor under this Section 11.16 Agreement shall not continue to be modified effective, or amended without be reinstated, as the ------------- express written consent of the Certificateholders of at least 50% of the Invested Amount of each Outstanding Series of VFC Certificates andcase may be, if at any time any payment in respect of any Senior Debt is rescinded or must otherwise be restored or returned by the holder of such amendment would adversely affect Senior Debt upon the interests occurrence of an ECI Holderany Proceeding, without or upon the written consent appointment of the ECI Holder a receiver, intervenor or Holdersconservator of, or trustee or similar officer for, Debtor or any substantial part of Debtor’s property, or otherwise, all as though such payment had not been made.

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 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 Pooling Agreement, this Supplement or any other agreement that may be made relating to any Senior Claim; or ; (iv) any exercise or non-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 Pooling 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 Pooling 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 sub-clauses (i) through (v); or 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 Funding Agent(s) representing Certificateholders of at least more than 50% of the Series 2000-1 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 rights under these -------------------------- subordination provisions of the holders liabilities of any Senior Claims as against any Junior Claimant shall, Borrower with -------------------------- respect to the fullest extent permitted by applicable law, Obligations or the Subordination Provisions shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (i) any act or failure to act on the part of the Company; or any Borrower; (ii) any extension renewal, extension, accrual, or indulgence with in respect to of any payment or prepayment of any Senior Claim Obligation or any part thereof or with in respect to of any other amount payable to any holder of any Senior Claim; or Secured Party; (iii) any amendment, modification modification, or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent consent, or other action with in respect toof, any of the terms of any Senior Claim, the Agreement, this Supplement Loan Document or any other agreement that may be made relating to any Senior Claim; or Obligation; (iv) any exercise or non-exercise by the holder of any Senior Claim Secured Party of any right, power, privilege privilege, or remedy under or with in respect to such Senior Claimof any Obligation or these Subordination Provisions, the Agreement, this Supplement or any waiver of any such right, power, privilege privilege, or remedy or of any default with in respect to of such Senior ClaimObligation, the Agreement or this Supplementany Loan Document, or these Subordination Provisions; (v) any receipt by the holder of any Senior Claim Secured Party of any security, or any failure by such holders Secured Party to perfect a security interest in, or any release by such holder Secured Party of, any security for the payment of such Senior Claim; or any Obligation; (vvi) any merger or consolidation of the Company or any of its Subsidiaries Borrower into or with any other Person, or any sale, lease lease, or transfer of any or all of the assets of the Company or any of its Subsidiaries Borrower to any other Person; , with or without the consent of any Secured Party; (vivii) absence of any notice to, or knowledge by, any Junior Claimant the Borrowers of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions clauses (i) through (vvi); or or (viiviii) 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 Holderscircumstance whatsoever.

No Prejudice or Impairment. The rights under these -------------------------- No right of Senior Lender to enforce the subordination provisions of the holders 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 any the foregoing, the rights of Senior Claims as against any Junior Claimant shall, to the fullest extent permitted by applicable law, Lender under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (iA) any act or failure to act on 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 part validity or enforceability of the Company; or Senior Debt Documents, (iiC) subject to Section 10 hereof, any extension or indulgence with in respect to of any payment or prepayment of any the Senior Claim Debt or any part thereof or with in respect to of any other amount payable to any holder of any Senior Claim; or Lender, (iiiD) subject to Section 10 hereof, any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with respect to, of any of the terms of any the Senior ClaimDebt Documents or the Junior Debt Documents, the Agreement, this Supplement or any other agreement that may be made relating to any Senior Claim; or (ivE) any exercise, delayed exercise or non-exercise by the holder of any Senior Claim Lender of any right, power, privilege or remedy under or with in 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 Debt, the Collateral or this Agreement, (F) any other action of any security, Senior Lender permitted under the Senior Debt Documents 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; this Agreement or (vG) 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 Lender of the existence 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 subdivisions clauses (iA) through (vF); or (vii) any other circumstance. The , except as such notice shall be required pursuant to 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 Holdershereof.

No Prejudice or Impairment. (A) The rights under these -------------------------- subordination provisions of the holders of any Senior Claims as against any all Junior Claimant shall, to the fullest extent permitted by applicable law, Claimants shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (i) any act or failure to act on the part of the CompanyPartnership; or or (ii) any extension or indulgence with in respect to of any payment or of prepayment of any Senior Claim or any part thereof or with in respect to of any other amount payable to any holder of any Senior Claim; or or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with in respect toof, any of the terms of any Senior Claim, the Agreement, this Supplement any Transaction Document or any other agreement that which may be made relating to any Senior Claim; or or (iv) any exercise or non-exercise by the holder of any Senior Claim of any right, power, privilege privilege, or remedy under or with in respect to of such Senior Claim, the Agreement, this Supplement Transaction Documents or these subordination provisions or any waiver of any such right, power, privilege or remedy or of any default with in respect to of such Senior Claim, the Agreement Transaction Documents or this Supplementthese subordination provisions, or any receipt by the holder of any Senior Claim of any security, or any failure by such holders holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Claim; or or (v) any merger or consolidation of the Company Partnership or any of its Subsidiaries subsidiaries into or with any other Personperson, or any sale, lease or transfer of any or all of the assets of the Company Partnership or any of its Subsidiaries subsidiaries to any other Personperson; or or (vi) absence of any notice to, or knowledge by, any the Junior Claimant of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (v); or or (vii) any other circumstance. The terms and conditions . (B) All Junior Claimants unconditionally waive (i) notice of this Section 11.16 shall not be modified or amended without the ------------- express written consent any of the Certificateholders matters referred to in SECTION 1.4(A)(II) to the extent permitted by law, all notices which may be required, whether by statute, rule of at least 50% law or otherwise, to preserve intact any rights of any holder of any Senior Claim against the Partnership, including, without limitation, any demand, presentment and protest, proof of notice of nonpayment under any Senior Claim or the Transaction Documents, and notice of any failure on the part of the Invested Amount Partnership to perform and comply with any covenant, agreement, term or condition of each Outstanding Series the Senior Claims or the Transaction Documents, (iii) any right to the enforcement, assertion or exercise by any holder of VFC Certificates andany Senior Claims of any right, power, privilege or remedy conferred in such Senior Claims or the Transaction Documents, or otherwise, (iv) any requirement of diligence on the part of any holder of any of the Senior Claims, (v) any requirement on the part of any holder of any Senior Claim to mitigate damages resulting from any default under such Senior Claim or the Transaction Documents, and (vi) any notice of any sale, transfer or other disposition of any Senior Claims by any holder thereof. (C) The obligations of all Junior Claimants under these subordination provisions shall continue to be effective, or be reinstated as the case may be, if at any time any payment in respect of any Senior Claim, or any other payment to any holder of any Senior Claim in its capacity as such, is rescinded or must otherwise be restored or returned by the holder of such amendment would adversely affect Senior Claims upon the interests occurrence of an ECI Holderany Proceeding, without the written consent or upon or as a result of the ECI Holder appointment of a receiver, intervenor or Holdersconservator of, or trustee or similar officer for, the Partnership or any substantial part of its property, or otherwise, all as though such payment had not been made.

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 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-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 sub-clauses (i) through (v); or 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 Funding Agent(s) representing Certificateholders of at least more than 50% of the Series 2000-1 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. (a) The rights under these -------------------------- subordination provisions this Subordination Agreement of the holders of any Agent and the Senior Claims Creditors as against any Junior Claimant shall, to the fullest extent permitted by applicable law, Subordinated Creditor shall remain in full force and effect without regard to, and shall not be impaired or affected by by: (i) any act or failure to act on the part of any Senior Creditor or the CompanySeller; or or (ii) any extension or indulgence with in respect to of any payment or prepayment of any Senior Claim Debt or any part thereof or with in respect to of any other amount payable to any holder of any Senior ClaimDebt; or or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with in respect toof, any of the terms of any Senior ClaimDebt, the Agreement, this Supplement any agreement or instrument creating or evidencing any Senior Debt or any other agreement that which may be made relating to any Senior ClaimDebt; or or (iv) any exercise or non-exercise nonexercise by the holder of any Senior Claim Creditors of any right, power, privilege or remedy under or with in respect to of such Senior ClaimDebt, the Agreement, any agreement or instrument creating or evidencing Senior Debt or this Supplement Subordination Agreement or any waiver of any such right, power, privilege or remedy or of any default with in respect to of such Senior ClaimDebt, the Agreement any agreement or instrument creating or evidencing Senior Debt or this SupplementSubordination Agreement, or any receipt by the holder of any Senior Claim Creditor of any security, or any failure by such holders any Senior Creditor to perfect a security interest in, or any release by such holder any Senior Creditor of, any security for the payment of such any Senior ClaimDebt; or or (v) any merger or consolidation of the Company Seller or any of its Subsidiaries into or with any other Person, any change in the existence, structure or ownership of the Seller or any of its Subsidiaries or any sale, lease or transfer of any or all of the assets of the Company Seller or any of its Subsidiaries to any other Person; or or (vi) any insolvency, bankruptcy, reorganization or similar proceeding against or affecting the Subordinated Creditor, the Seller or the Receivables; or (vii) the existence of any claim, setoff or other rights that the Subordinated Creditor or the Seller may at any time have against any Senior Creditor; or (viii) any invalidity or unenforceability of any Senior Debt or any provision or provisions of any instrument, document or agreement creating or evidencing any Senior Debt; or (ix) absence of any notice to, or knowledge by, any Junior Claimant holder of any Subordinated Debt of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (vviii); or or (viix) any other circumstance. . (b) The terms and conditions of this Section 11.16 shall not be modified or amended without the ------------- express written consent obligations of the Certificateholders holders of at least 50% of Subordinated Debt under this Subordination Agreement shall continue to be effective, or be reinstated, as the Invested Amount of each Outstanding Series of VFC Certificates andcase may be, if at any time any payment in respect of any Senior Debt, or any other payment to any holder of any Senior Debt in its capacity as such, is rescinded or must otherwise be restored or returned by the holder of such amendment would adversely affect the interests of an ECI HolderSenior Debt for any reason, without the written consent of the ECI Holder or Holdersall as though such payment had not been made.

No Prejudice or Impairment. (a) The rights under these -------------------------- subordination provisions of the Agent, the Senior Creditors and any other holders of any Senior Debt as against the holders of any Senior Claims Mezzanine Debt, and the rights and obligations of the Mezzanine Creditors, in each case as against any Junior Claimant shallprovided by the terms of this Agreement, to the fullest extent permitted by applicable law, shall remain in full force and effect without regard to, and shall not be impaired or affected by any circumstance, including without limitation: (i) any act or failure to act on the part of the Companyany Credit Party; or or (ii) any extension or indulgence with in respect to of any payment or prepayment of any Senior Claim Debt or any part thereof or with in respect to of any other amount payable to any holder of any Senior ClaimDebt; or or (iii) any amendment, modification modification, increase (subject to the limitation in the term Senior Debt), refinancing or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action with in respect toof, any of the terms of any Senior ClaimDebt, the Agreement, this Supplement any Senior Debt Document or any other agreement that which may be made relating to any Senior ClaimDebt; or or (iv) any exercise or non-exercise by the holder of any Senior Claim Debt of any right, power, privilege or remedy under or with in respect to of such Senior ClaimDebt (other than notices required under the terms of this Agreement), the Agreement, this Supplement Senior Debt Documents or any waiver of any such right, power, privilege or remedy or of any default with in respect to of such Senior ClaimDebt, the Agreement Senior Debt Documents or this SupplementAgreement, or any receipt by the holder of any Senior Claim Debt of any security, or any failure by such holders holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior ClaimDebt; or or (v) any merger or consolidation of the Company any Credit Party or any of its their respective Subsidiaries into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company any Credit Party or any of its their respective Subsidiaries to any other Person; or or (vi) consent to any use of cash collateral by, or to the extension of credit to, the Credit Parties, or any of them, in any Proceeding; or (vii) absence of any notice to, or knowledge by, any Junior Claimant holder of any Mezzanine Debt of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (vvi); . (b) Each holder of any Mezzanine Debt unconditionally waives (solely for the benefit of any holder of Senior Debt and subject to Section 26) (i) notice of any of the matters referred to in Section 7(a), (ii) all notices which may be required, whether by statute, rule of law or otherwise, to preserve intact any rights of any holder of any Senior Debt against the Credit Parties, including, without limitation, any demand, presentment and protest, proof of notice of nonpayment under any Senior Debt or the Senior Debt Documents, and notice of any failure on the part of the Credit Parties to perform and comply with any covenant, agreement, term or condition of the Senior Debt or the Senior Debt Documents, excluding, however, notices expressly required hereunder, (viiiii) any other circumstance. The terms and conditions right to the enforcement, assertion or exercise by any holder of this Section 11.16 shall not be modified any Senior Debt of any right, power, privilege or amended without remedy conferred in such Senior Debt or the ------------- express written consent Senior Debt Documents, or otherwise, (iv) any requirement of diligence on the part of the Certificateholders Agent or any holder of at least 50% any of the Invested Amount Senior Debt, (v) any requirement on the part of each Outstanding Series the Agent or any holder of VFC Certificates andany Senior Debt to mitigate damages resulting from any default under such Senior Debt or the Senior Debt Documents, and (vi) any notice of any sale, transfer or other disposition of any Senior Debt or Senior Lien by any holder thereof. (c) The obligations of the holders of Mezzanine Debt under this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Debt, or any other payment to any holder of any Senior Debt in its capacity as such, is rescinded or must otherwise be restored or returned by the holder of such amendment would adversely affect Senior Debt upon the interests occurrence of an ECI Holderany Proceeding, without the written consent or upon or as a result of the ECI Holder appointment of a receiver, intervenor or Holdersconservator of, or trustee or similar officer for, any Credit Party or any substantial part of such Credit Party's property, or otherwise, all as though such payment had not been made.