Common use of Obligations Absolute, Etc Clause in Contracts

Obligations Absolute, Etc. This Subordination Agreement and all rights of the Secured Parties and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue in full force and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including (i) any amendment, modification, waiver, extension, increase or renewal of the Total Debt or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, (ii) any change in the amount, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt or any part thereof or any release, compliance or settlement with respect thereto, (iii) any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of any Borrower, any other Subordinated Debtor, or any Subordinated Creditor.

Obligations Absolute, Etc. This Subordination Agreement and all rights of the Secured Parties and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue in full force and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including (i) any amendment, modification, waiver, extension, increase or renewal of the Total Debt or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, (ii) any change in the amount, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt or any part thereof or any release, compliance or settlement with respect thereto, (iii) any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of of, any Borrower, any other Subordinated Debtor, Debtor or any Subordinated Creditor.

Obligations Absolute, Etc. This Subordination Agreement and all rights (a) The obligations of the Secured Parties and all obligations and duties Sponsor hereunder to make Equity Contributions constitutes a direct obligation of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue in full force and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect the Sponsor to the Total DebtBorrower and the Administrative Agent, including (i) any amendment, modification, waiver, extension, increase or renewal of the Total Debt or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, (ii) any change in the amount, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt or any part thereof or any release, compliance or settlement with respect thereto, (iii) any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension benefit of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that and shall be enforceable by the Borrower or the Administrative Agent. (b) The obligation of the Sponsor hereunder to make Equity Contributions hereunder is and shall be absolute and unconditional and is not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which the Sponsor has or hereafter may have, against any other person for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all such additional credit will become Total Debt for purposes of this Subordination Agreementthe Sponsor's obligations under any of the Transaction Documents, in bankruptcy or otherwise). (vic) The obligations of the Sponsor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any of the Credit Agreement or any other Loan Document Transaction Documents or any other agreement or instrument relating thereto or to any collateral therefor; (viiii) any change in the time, manner or place of payment of, or in any other term of, any of the Transaction Documents, or any amendment or waiver thereof, or any consent to departure from any of the foregoing agreements; (iii) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any credit support or guaranty for any of the Transaction Documents; (iv) any manner of application of any collateral, or proceeds thereof, or any manner of sale or other disposition of any collateral or any other assets of any Borrower Entity; (v) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by the Sponsor or failure to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with the performance of such obligations by the Sponsor; or (vi) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might otherwise constitute a defense available to, or a discharge of any Borrowerof, any other Subordinated Debtorthe Sponsor or a surety, or any Subordinated Creditorother circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section.

Obligations Absolute, Etc. This Subordination AESI further covenants and agree as follows: (a) The obligations of AESI to make, or cause to be made, Equity Contributions pursuant to Section 2 of this Agreement constitute direct obligations of AESI to the Collateral Agent, and shall be enforceable by the Collateral Agent. (b) The obligations of AESI to make, or cause to be made, Equity Contributions pursuant to Section 2 hereof are and shall be absolute and unconditional and are not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party has or hereafter may have, against any other Person (including the Company) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all rights of the Secured Parties and all Company's obligations and duties in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the obligations of each Subordinated Debtor and each Subordinated Creditor AESI hereunder shall continue be absolute and unconditional, shall remain in full force and effect notwithstanding effect, and shall not be released, discharged or in any action which any Secured Party or any Borrowerway affected, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including notwithstanding: (i) any amendmentlack of validity, modification, waiver, extension, increase enforceability or renewal value of the Total Debt any Financing Documents or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any other agreement or agreements (including instrument relating thereto or to any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, collateral therefor; (ii) any change in the amounttime, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt Financing Documents or any part thereof amendment or waiver thereof, or any release, compliance or settlement with respect thereto, consent to departure from any of those documents; (iii) any forbearance or agreement of forbearance failure to pay any taxes which may be payable with respect to the Total Debtperformance of its obligations hereunder by AESI or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with the performance of such obligations by AESI; (iv) any substitutionimpossibility or impracticality of performance, releaseforce majeure, non-perfectionany act of any government, exchange, indulgence, forbearance or other action circumstance which might constitute a defense available to, or dealing with respect to a discharge of, AESI, or any collateral security for the Total Debtother circumstance, event or happening whatsoever, whether such collateral is now foreseen or hereafter existing, unforeseen and whether similar or dissimilar to anything referred to above in this Section 9; (v) any extension merger or consolidation of additional credit (whether by the Company or AESI into or with any Discretionary Facility other entity, or otherwise) any sale, lease or transfer of all or any of the assets of the Company or AESI to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, other Person; (vi) any lack of validity or enforceability of change in the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto or ownership in the Company; or (vii) to the fullest extent permitted by law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, AESI or the Company. (d) AESI has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The obligations of the AESI hereunder will be performed regardless of any Borrowerlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents or any other Subordinated Debtor, document related thereto or the rights of any Subordinated CreditorPerson with respect thereto.

Obligations Absolute, Etc. This Subordination SEI further covenants and ------------------------- agrees: (a) The obligation of SEI hereunder to make capital contributions to SEMA in accordance with the terms of this Agreement and all rights (i) constitutes a direct obligation of SEI to SEMA for the benefit of the Secured Parties Owner Lessors, and (ii) shall be enforceable by SEMA, any of the Owner Lessors or any of the Indenture Trustees. (b) The obligation of SEI hereunder to make or to cause to be made capital contributions in accordance with the terms of this Agreement is and shall be absolute and unconditional and is not, and shall not be, subject to any defense or right of setoff, counterclaim, deduction, diminution, abatement, recoupment, suspension, deferment or reduction or any other legal or equitable defense which SEI has or hereafter may have, against any other Person (including SEMA or the Owner Lessors) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of SEMA's obligations and duties under the Operative Documents, in bankruptcy or otherwise). (c) The obligations of each Subordinated Debtor and each Subordinated Creditor SEI hereunder shall continue in full force be absolute and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including unconditional irrespective of: (i) any amendmentlack of validity, modification, waiver, extension, increase enforceability or renewal value of the Total Debt any Operative Document or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any other agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, instrument relating thereto; (ii) any change in the amounttime, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt any Operative Document, or any part thereof amendment or waiver thereof, or any release, compliance or settlement with respect thereto, consent to departure from any of the foregoing agreements; (iii) any forbearance release or agreement amendment or waiver of forbearance or consent to departure from the terms of any Operative Document; (iv) any failure to pay any taxes which may be payable with respect to the Total Debt, (iv) performance of its obligations hereunder by SEI or failure to obtain any substitution, release, non-perfection, exchange, indulgence, forbearance authorization or approval from or other action by, or dealing to notify or file with, any Governmental Authority or regulatory body required in connection with respect to any collateral security for the Total Debt, whether performance of such collateral is now or hereafter existing, obligations by SEI; or (v) any extension impossibility or impracticability of additional credit (whether by performance, force majeure, any Discretionary Facility act of any government, or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) any lack of validity or enforceability of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of any Borrowerof, any other Subordinated DebtorSEI, or a surety, or any Subordinated Creditorother circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section. (d) Except as permitted in Section 4.11 hereof, SEI has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged from any obligation or liability hereunder for any reason whatsoever. (e) To the extent permitted by applicable law, the obligations of SEI hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of any Operative Document or any other document related thereto or the rights of any Person with respect thereto.

Obligations Absolute, Etc. This Subordination Each Equity Holder further covenants and agrees that: (a) The obligations of such Equity Holder hereunder to make Equity Contributions in accordance with the terms of this Agreement and all rights (i) constitute direct obligations of such Equity Holder, for the benefit of the Secured Parties Parent and all obligations the Borrower and duties (ii) shall be enforceable by the Borrower and the Parent. (b) The obligation of each Subordinated Debtor Equity Holder hereunder to make or to cause to be made Equity Contributions in accordance with the terms of this Agreement is and each Subordinated Creditor shall be absolute and unconditional and is not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such Equity Holder has or hereafter may have, against any other person (including that Administrative Agent or any of the Lenders) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the Borrower's obligations under the Credit Agreement, in bankruptcy or otherwise). (c) The obligations of the Equity Holders hereunder shall continue in full force be absolute and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including unconditional irrespective of: (i) any amendment, modification, waiver, extension, increase or renewal of the Total Debt or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, (ii) any change in the amount, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt or any part thereof or any release, compliance or settlement with respect thereto, (iii) any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) any lack of validity validity, enforceability or enforceability value of the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto or to any security interest therefor; (viiii) any change in the time, manner or place of payment of, or in any other term of, the Credit Agreement or any other Loan Document, or any amendment or waiver thereof, or any consent to departure from any of the foregoing agreements; (iii) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any credit support or guaranty for the Credit Agreement or any other Loan Document; (iv) any manner of application of any collateral granted under any of the Security Documents, or proceeds thereof, or any manner of sale or other disposition of any such collateral or any other assets of the Borrower; (v) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by such Equity Holder or failure to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with the performance of such obligations by such Equity Holder; (vi) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might otherwise constitute a defense available to, or a discharge of any Borrowerof, any other Subordinated Debtorsuch Equity Holder, or a surety, or any Subordinated Creditorother circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section, (vii) the commencement of any involuntary proceeding or the filing of any involuntary petition seeking (A) liquidation, reorganization or other relief in respect of any of the Borrower, the Parent or the Parent Shareholder or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or the Parent or for a substantial part of its assets; or (viii) the occurrence of any of the following: the Borrower, the Parent or the Parent Shareholder shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (vii) above, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of effecting any of the foregoing. (d) No Equity Holder has any right, nor shall have any right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by such Equity Holder with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) To the extent permitted by applicable law, the obligations of the Equity Holders hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of any Loan Document or any other document related thereto or the rights of any person with respect thereto. (f) If for any reason whatsoever (including, without limitation, the insolvency, entry into bankruptcy (voluntarily or otherwise) or liquidation of the Borrower or the Parent or the failure of the Borrower or the Parent to issue Capital Stock or to accept payment therefor), any Equity Holder does not or cannot make any Equity Contribution required under this Agreement, such Equity Holder shall nevertheless pay to the Administrative Agent (for application to the amounts payable under the Credit Agreement) all such amounts that it would otherwise have been obliged to pay in accordance with the terms of this Agreement, which payment shall be deemed to discharge pro tanto its obligation hereunder.

Obligations Absolute, Etc. This Subordination The Borrower’s obligation to reimburse the Issuing Lender for amounts paid on account of drafts honored under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the |US-DOCS\140878708.9|| terms of this Agreement under any and all rights circumstances whatsoever and irrespective of the Secured Parties and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue in full force and effect notwithstanding any action which any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including (i) any amendment, modification, waiver, extension, increase or renewal of the Total Debt or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governed, (ii) any change in the amount, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt or any part thereof or any release, compliance or settlement with respect thereto, (iii) any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi1) any lack of validity or enforceability of the Credit this Agreement or any other Loan Document Credit Document, any Letter of Credit, any LOC Document, or any term or provision therein, (2) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit, any Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto thereto, or any unrelated transaction, (3) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (4) payment by the Issuing Lender under a Letter of Credit issued by the Issuing Lender against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any LOC Document, or any payment made by any Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, or (vii5) any other event or circumstance which might otherwise whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this subsection (e), constitute a defense available tolegal or equitable discharge of, or provide a discharge right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Borrower, Letter of Credit or any other Subordinated Debtorpayment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any Subordinated Creditorerror, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender that issued such Letter of Credit may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. The Borrower hereby waives presentment for payment (except the presentment required by the terms of any Letter of Credit) and notice of dishonor, protest and notice of protest with respect to drafts honored under the Letters of Credit.

Obligations Absolute, Etc. This Subordination The terms of this Support Party Agreement shall in all respects be continuing, absolute, unconditional and all rights of the Secured Parties irrevocable, and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue remain in full force and effect notwithstanding until all amounts outstanding under the Loan Documents have been paid in full, and all obligations of the Borrower and the Support Party shall have been paid in full. The liability of the Support Party under this Support Party Agreement shall be irrevocable irrespective of: A. any action which any Secured Party lack of validity, legality or any Borrower, without notice to enforceability of the Loan Documents; B. the failure of Lender or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including Administrative Agent: (i) to assert any amendment, modification, waiver, extension, increase claim or renewal demand to enforce any right or remedy against any Person under the provisions of the Total Debt Loan Agreement or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governedDocuments otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any amounts outstanding under the Loan Documents; C. any change in the amounttime, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt all or any part thereof of the amounts outstanding under the Loan Documents or any releaseextension, compliance compromise or settlement with respect theretorenewal of any of the amounts outstanding under the Loan Documents; D. any reduction, (iii) limitation, impairment or termination of the amounts outstanding under the Loan Documents, for any forbearance or agreement reason, including any claim of forbearance with respect to the Total Debt, (iv) any substitutionwaiver, release, non-perfectionsurrender, alteration or compromise, and any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the amounts outstanding under the Loan Documents; E. any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Loan Documents; F. any addition, exchange, indulgencerelease, forbearance surrender or other action nonperfection of any collateral, or dealing with respect any amendment to or waiver or release or addition of, or consent to departure from, any collateral security for the Total Debtguaranty, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower held by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) Administrative Agent or Lender securing any lack of validity or enforceability of the Credit Agreement amounts outstanding under the Loan Documents; G. any failure on the part of the Borrower, or any other Person in complying with its obligations under this Support Party Agreement or the Loan Document or any other agreement or instrument relating thereto or (vii) Documents; H. any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any indemnitor, any surety or any guarantor; or I. the commencement of any Borrower, case under the Bankruptcy Code by or against any other Subordinated Debtor, or person obligated under any Subordinated Creditorof the Loan Documents.

Obligations Absolute, Etc. This Subordination Agreement and all All rights of the Secured Parties and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor NRG Energy hereunder shall continue in full force be absolute and effect notwithstanding unconditional irrespective of: (a) any action which lack of validity, legality or enforceability of this Agreement or any other Financing Document; (b) the failure of any Secured Party or any Borrower, without notice to or consent of any Subordinated Creditor, may take or refrain from taking with respect to the Total Debt, including Party: (i) to assert any amendmentclaim or demand or to enforce any right or remedy against the Issuer, modificationNRG Energy, waiver, extension, increase or renewal of the Total Debt any Project Company or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements other Person (including any Loan Documentguarantor) now under the provisions of any Financing Document or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governedotherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any of the Obligations; (c) any change in the amounttime, manner or place of payment ofpayment, rate any change of interest on, or in another term of any other term of, of the Total Debt Obligations or any part thereof extension or renewal of any release, compliance or settlement with respect thereto, of the Obligations; (iiid) any forbearance reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of forbearance with respect the Secured Parties to terminate the Total DebtObligations in full, (iv) including any substitutionclaim of waiver, release, non-perfectionsurrender, exchangealteration or compromise, indulgenceand shall not be subject to, forbearance and NRG Energy hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Obligations; (e) any amendment, rescission, waiver or other action modification of, or dealing with respect any consent to departure from, any collateral security for of the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes terms of this Subordination Agreement, (vi) any lack of validity or enforceability of the Credit Agreement or any other Loan Document Financing Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver, release or addition of, or consent to departure from, any other security interest held by any Secured Party; (g) the Bankruptcy, dissolution or receivership of the Issuer or any Project Company and the occurrence of any other proceeding as a result of such Bankruptcy, any other disposition of all or any portion of the assets of the Issuer or any Project Company, or the consolidation or merger of the Issuer or any Project Company; (h) any sale, transfer or other disposition by NRG Energy or any other agreement Person of any capital stock or instrument relating thereto other voting rights or ownership or direct or indirect economic interest, including debt, that it may have in the Issuer and/or the Project Companies; or (viii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of any Borrowerof, the Issuer, any other Subordinated DebtorProject Company, NRG Energy, any surety or any Subordinated Creditorguarantor.

Obligations Absolute, Etc. This Subordination The terms of this Support Party Agreement shall in all respects be continuing, absolute, unconditional and all rights of the Secured Parties irrevocable, and all obligations and duties of each Subordinated Debtor and each Subordinated Creditor hereunder shall continue remain in full force and effect notwithstanding until all amounts outstanding under the Credit Agreement have been paid in full, all Commitments have been terminated and all obligations of the Borrower and the Support Party shall have been paid in full. The liability of the Support Party under this Support Party Agreement shall be irrevocable irrespective of: Support Party Agreement (a) any action which any Secured Party lack of validity, legality or any Borrower, without notice to or consent enforceability of the Credit Agreement; (b) the failure of any Subordinated Creditor, may take Lender or refrain from taking with respect to the Total Debt, including Administrative Agent: (i) to assert any amendment, modification, waiver, extension, increase claim or renewal demand or to enforce any right or remedy against any Private Mini Entity or any other Person under the provisions of the Total Debt Credit Agreement or any part thereof or of any instrument or instruments now or hereafter evidencing the Total Debt or any part thereof or of any agreement or agreements (including any Loan Document) now or hereafter entered into by the Secured Parties and any Borrower pursuant to which the Total Debt or any part thereof is issued or governedotherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any amounts or Commitments outstanding under the Credit Agreement; (c) any change in the amounttime, manner or place of payment of, rate of interest on, or in any other term of, the Total Debt all or any part thereof of the amounts outstanding under the Credit Agreement, the Commitments thereunder or any releaseextension, compliance compromise or settlement with respect thereto, (iii) renewal of any forbearance or agreement of forbearance with respect to the Total Debt, (iv) any substitution, release, non-perfection, exchange, indulgence, forbearance or other action or dealing with respect to any collateral security for the Total Debt, whether such collateral is now or hereafter existing, (v) any extension of additional credit (whether by any Discretionary Facility or otherwise) to any Borrower by the Secured Parties, it being understood that all such additional credit will become Total Debt for purposes of this Subordination Agreement, (vi) any lack of validity or enforceability of amounts outstanding under the Credit Agreement or Commitments thereunder; (d) any other Loan Document reduction, limitation, impairment or termination of the amounts or Commitments outstanding under the Credit Agreement, for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other agreement event or instrument relating thereto occurrence affecting, the amounts or Commitments outstanding under the Credit Agreement; (viie) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement; (f) any addition, exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, held by the Administrative Agent or any Lender securing any of the amounts or Commitments outstanding under the Credit Agreement; Support Party Agreement (g) any failure on the part of the Borrower, any other Private Mini Entity or any other Person in complying with its obligations under this Support Party Agreement or the Credit Agreement; or (h) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of any Borrowerof, any other Subordinated DebtorPrivate Mini Entity, any surety or any Subordinated Creditorguarantor.