Common use of No Prejudice or Impairment Clause in Contracts

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. The holders No present or future holder of any Senior Loans shall be prejudiced in its right to enforce subordination of the Junior Claims -------------------------- agree that Notes by any act or failure to act on the part of Holdings, any Joint Issuer or the holders of the Senior Claims shall have uncontrolled power and discretionNotes. Without in any way limiting the generality of the preceding sentence, without notice to the holders of the Junior ClaimsSenior Loans may, 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 time, without the consent of or notice to the holders of the Notes, without incurring responsibility to the holders of the Notes and without impairing or releasing the subordination provided in their absolute discretionthis Section 10 or the obligations of the holders of the Notes to the holders of Senior Loans, do any one or more of the following: (a) change the manner, place or terms of payment, change or extend the time of payment of, or renew, increaserenew or alter any Senior Loans, or alterotherwise amend or supplement in any manner, any Senior Claim Loans or security therefor, or release, sell or exchange such security, or amend or supplement any instrument pursuant to evidencing the same or any agreement under which Senior Loans is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing any Senior Claim is issued Loans; (c) release any Person liable in any manner for the collection or secured, or payment of any Senior Loans; and (d) 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 against any obligor. Holdings shall notify the holders of the Junior ClaimsNotes of any of the events described in the preceding sentence, and all without impairing, abridging, releasing but any failure so to notify such holders shall not affect or affecting impair the subordination provisions hereof. The rights of the holders of Senior Loans hereunder. Nothing contained herein shall impair, as between Holdings and the Junior Claims hereby waive Joint Issuers and agree not the holder of any Notes, the obligation of Holdings and the Joint Issuers to assert against 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 hereof and of this Agreement, or prevent the holder of any Note from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a Default or Event of Default hereunder, all subject to the terms of this Section 10 and the rights of the holders of the Senior Claims any rights which a guarantor Loans to receive cash, securities or surety could exercise, but nothing in this Agreement shall constitute other property otherwise payable or deliverable to 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 orderNotes.

No Prejudice or Impairment. The holders Nothing contained in this Agreement, the Junior Credit Agreement or the other Junior Loan Documents is intended to or shall impair, as between the Credit Parties and the Junior Lenders, the obligation of each Credit Party, which is absolute and unconditional, to pay to the Junior Lenders any amount of the Subordinated Debt as contemplated by the Junior Loan Documents (including the principal of, premium, if any, and interest on the Subordinated Debt) as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Junior Claims -------------------------- agree that Lenders and creditors of any Credit Party (other than the Senior Lenders), nor shall anything herein or in the Junior Loan Documents prevent the occurrence of a default or event of default under the Junior Loan Documents or any Junior Lender from exercising all remedies otherwise permitted by this Agreement and applicable law upon the occurrence of a default or event of default under the Junior Loan Documents, subject to the rights, if any, under this Agreement, of the Senior Lenders. Notwithstanding anything to the contrary in this Agreement or in the Junior Loan Documents, upon any distribution of assets of any Credit Party, the Junior Lenders and the Junior Agent shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Junior Lenders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Claims shall have uncontrolled power Indebtedness and discretion, without notice to the holders other indebtedness of the Credit Parties, the amount thereof or payable thereon (excluding interest, fees, expenses and other charges accruing or incurred after the filing of any Proceeding relating to any Credit Party, included within Senior Indebtedness but not allowed in such Proceeding), the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Agreement. The Junior Claims, to deal in Lenders shall not at any manner time be charged with knowledge of the Senior Claims owing to existence of any facts (other than the holders existence of the Senior Claims, including interest, costs and expenses payable by Indebtedness) which would prohibit the Borrower making of any payment to the holders Junior Lenders or the taking of any other action under this Agreement unless and until the Junior Agent and the Junior Agent shall have received written notice from the Senior ClaimsAgent or the Required Senior Lenders and, and prior to the receipt of 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 limitationnotice, the waiver of default thereunder, all without notice to or assent from the holders of Junior Lenders and 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 Agent shall be entitled 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 assume conclusively 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 orderno such facts exist.

No Prejudice or Impairment. The holders No present or future holder of any Senior Loans shall be prejudiced in its right to enforce subordination of the Junior Claims -------------------------- agree that Notes by any act or failure to act on the part of Holdings, any Joint Issuer or the holders of the Senior Claims shall have uncontrolled power and discretionNotes. Without in any way limiting the generality of the preceding sentence, without notice to the holders of the Junior ClaimsSenior Loans may, 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 time, without the consent of or notice to the holders of the Notes, without incurring responsibility to the holders of the Notes and without impairing or releasing the subordination provided in their absolute discretionthis Section 10 or the obligations of the holders of the Notes to the holders of Senior Loans, do any one or more of the following: (a) change the manner, place or terms of payment, change or extend the time of payment of, or renew, increaserenew or alter any Senior Loans, or alterotherwise amend or supplement in any manner, any Senior Claim Loans or security therefor, or release, sell or exchange such security, or amend or supplement any instrument pursuant to evidencing the same or any agreement under which Senior Loans is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing any Senior Claim is issued Loans; (c) release any Person liable in any manner for the collection or secured, or payment of any Senior Loans; and (d) 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 against any obligor. Holdings shall notify the holders of the Junior ClaimsNotes of any of the events described in the preceding sentence, and all without impairing, abridging, releasing but any failure so to notify such holders shall not affect or affecting impair the subordination provisions hereof. The rights of the holders of Senior Loans hereunder. Nothing contained herein shall impair, as between Holdings and the Junior Claims hereby waive holder of any Notes, the obligation of Holdings to pay to the holder thereof the principal thereof and agree not 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 Note from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a Default or Event of Default hereunder, all subject to assert against the terms of this Section 10 and the rights of the holders of the Senior Claims any rights which a guarantor Loans to receive cash, securities or surety could exercise, but nothing in this Agreement shall constitute other property otherwise payable or deliverable to 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 orderNotes.

No Prejudice or Impairment. The holders provisions of this Article 10 are solely for the Junior Claims -------------------------- agree that purposes of defining the holders relative rights of the Senior Claims Lenders and the Junior Lenders and the Convertible Junior PIK Lenders. Nothing herein shall have uncontrolled power impair or prevent the Senior Lenders from exercising all rights and discretionremedies otherwise permitted by applicable Law upon default under any Transaction Document subject, without notice however, to the holders provisions 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 substitutionthis Agreement. The holders right of the any Senior Claims may Lenders to enforce any provision of this Agreement or any other Transaction Document shall not at any time and from time in any way be prejudiced or impaired by any act or failure to time and in their absolute discretion, change act on the manner, place part of any Loan Party or terms of payment, change by any act or extend the time of payment of, failure to act by Agent or renew, increase, or alter, any Senior Claim Lender or security thereforby any noncompliance by any Person with the terms, provisions and covenants of this Agreement or releaseany other Transaction Documents, sell or exchange such security, or amend or supplement regardless of any instrument pursuant to knowledge thereof which any Senior Claim Lender may have or be otherwise charged with. Nothing herein shall impair, as between each Loan Party and any Junior Lender, the obligation of such Loan Party, which is issued or securedunconditional and absolute, or exercise or refrain to pay to the Junior Lenders the principal of and interest on the Junior Loans as and when the same shall become due in accordance with their terms, nor shall anything herein prevent any Junior Lender from exercising all rights and remedies otherwise permitted by applicable law upon default under this Agreement or any other Transaction Document, subject, however, to the provisions of their this Article 10. Nothing herein shall impair or prevent the Junior Lenders from exercising all rights and remedies otherwise permitted by applicable Law upon default under any Transaction Document subject, however, to the provisions of this Agreement. The right of any Junior Lenders to enforce any provision of this Agreement or any other Transaction Document shall not at any time in respect 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 Agent or any Junior Lender or by any noncompliance by any Person with the Senior Claims includingterms, without limitationprovisions and covenants of this Agreement or any other Transaction Documents, regardless of any knowledge thereof which any Junior Lender may have or be otherwise charged with. Nothing herein shall impair, as between each Loan Party and any Convertible Junior PIK Lender, the waiver obligation of such Loan Party, which is unconditional and absolute, to pay to the Convertible Junior PIK Lenders the principal of and interest on the Convertible Junior PIK Notes as and when the same shall become due in accordance with their terms, nor shall anything herein prevent any Convertible Junior PIK Lender from exercising all rights and remedies otherwise permitted by applicable law upon 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 under this Agreement shall constitute the holders of the Junior Claims a guarantor or suretyany other Transaction Document, and the holders of the Junior Claims hereby waive the rightsubject, if anyhowever, to require that any holder or holders the provisions 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 orderthis Article 10.