Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans; (iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower; (iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (ESH Hospitality LLC)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Credit Suisse First Boston, interestsas Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the a Credit Agreement, a Note, a Senior Loan Documents or any of the Junior Loan Documents Debt Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrowerof its subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior the Borrower; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Credit Suisse First Boston, as Agent for the Lenders, any Lender, any Senior Lender Creditor or a Junior Lender any Representative upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Mirant Corp), Credit Agreement (Mirant Corp)
Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to or departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansLoan;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansLoan, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Loan or any other assets of Borrower, Junior Borrowers Borrower or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender the Senior Lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders and owners of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender the Holder of this Note and each Junior Lender the Company under this Agreement Article, shall remain in full force and effect irrespective of:
(i) any lack change in the time, manner or place of validity payment of, or enforceability of the Senior Loan Documents in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Company's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Company or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by any holder or owner of Senior Lender or a Junior Lender Indebtedness upon the insolvencyBankruptcy, bankruptcy insolvency or reorganization of Borrower or a Junior Borrower the Company or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: Exchangeable Senior Subordinated Note (Merrill Lynch & Co Inc), Purchase Agreement (Psi Technologies Holdings Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of ---------------------------------- the holders of Senior Debt hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 4, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any of the Guarantee Agreements or any successor guaranty of the Credit Agreement or any other Senior Loan Documents Debt Document;
(ii) any change in the time, manner or place of payment of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from the Credit Agreement or any of the Guarantee Agreements or any successor guaranty or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansDebt;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Debt or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrower;its Subsidiaries; or
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement its Subsidiaries. The provisions of this Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Debt upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: Subordinated Note (Choice Hotels International Inc /De), Subordinated Note (Sunburst Hospitality Corp)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Creditor hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditor and each Junior Lender under this Agreement the Obligors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Obligations;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Obligations, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Credit Documents;
(iic) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerObligations;
(ivd) any changefailure of Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Credit Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Obligations for any reason (other than with the affirmative consent of the Senior Creditor and/or any of its transferees), including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Obligors and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates event or occurrence affecting, any Senior Obligations (other than any of Borrower or any Junior Borrowerthe foregoing to which the Senior Creditor and/or its transferees have provided their affirmative consent); orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Obligors in respect of the Senior Obligations or a subordinated creditor or a senior lender subject to Subordinated Obligations in respect of this Agreement. Subordinated Creditor acknowledges and agrees that Senior Creditor may in accordance with the terms hereof.
of the Senior Credit Documents, without notice or demand and without affecting or impairing Subordinated Creditor’s obligations hereunder, from time to time, (bi) This renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Obligations and the Senior Credit Documents or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof, provided that, without the consent of Subordinated Creditor, no change in the terms of the Senior Obligations or the Senior Credit Documents shall result in the aggregate principal amount exceeding the Maximum Aggregate Principal Amount of Senior Obligations; (ii) take or hold security for the payment of the Senior Obligations and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Creditor in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Obligor or any other Person. The Senior Obligations shall continue to be treated as Senior Obligations and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Creditor and Subordinated Creditor even if at any time any payment of all or any portion part of the Senior Loan Obligations or a Junior Loan is rescinded the security interests securing the Senior Obligations are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 2 contracts
Samples: Subordination Agreement (Intersections Inc), Subordination Agreement (Intersections Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Citibank, interestsas Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Credit Agreement, a Note, a Senior Loan Documents or any of the Junior Loan Documents Debt Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrowerof its subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior the Borrower; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Citibank, as Agent for the Lenders, any Lender, any Senior Lender Creditor or a Junior Lender any Representative upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: Credit Agreement (Southern Power Co), Credit Agreement (Southern Power Co)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of holders of Senior Obligations and the Agent hereunder, interests, and all agreements and obligations of Senior Lender the Guarantor and each Junior Lender under this Agreement Company hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing the Senior Loan Documents Obligations;
(b) except as contemplated in the last sentence of Section 4.1, any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Obligations, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Obligations;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyother document, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all holder of Senior Obligations or the Agent to assert any portion claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, the Senior Loan or any of the Junior Loans Credit Agreement or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowerdocument;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Obligations for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and Guarantor hereby waive any right to or claim of) any defense (other than the defense of Borrowerpayment in full in cash of the Senior Obligations) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Obligation; orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full in cash of the Senior Obligations) available to, or a discharge of, Borrower, any Junior Borrower Company in respect of the Senior Obligations or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement Guarantor in respect of these subordination provisions. These subordination provisions shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by any holder of Senior Lender Obligations or a Junior Lender the Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Company or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Samples: Reimbursement Agreement (Globenet Communications Group LTD), Reimbursement Agreement (Globenet Communications Group LTD)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Lenders hereunder, interests, and all agreements and obligations of Senior Lender and each Junior Lender under this Agreement the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of:
(i) : any lack of validity or enforceability of any document evidencing Senior Indebtedness; any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating thereto;
(ii) to the Senior Indebtedness; any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan Indebtedness; any failure of a Lender to assert any claim or to enforce any right or remedy against any other party hereto under the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition provisions of any collateral for all or Loan Document; any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrowerreduction, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any changelimitation, restructuring impairment or termination of the corporate structure Senior Indebtedness for any reason (other than payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and any defense (other than the defense of Borrowerpayment in full of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates event or occurrence affecting, any Senior Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to or claim of Borrower or any Junior Borroweruntil the Termination Date to the maximum extent permitted by applicable law); or
(v) and any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior Borrower Obligor in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of Borrower or a Junior Borrower any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, in its sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.
Appears in 2 contracts
Samples: Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC), Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Debt hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 4, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Credit Agreement or any other Senior Loan Documents Debt Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from the Credit Agreement or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansDebt;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Debt or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries;
(ive) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries; or
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Payor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Debt upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of the Notes hereunder, interests, and all agreements and obligations of Senior Lender the holders of and each Junior Lender any trustee for the Subordinated Debt, and [Issuer] under this Agreement Article, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Note Documents or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Note Documents;
(iii) any taking, exchange, release or non-non perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers [Issuer] or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower [Issuer] or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower [Issuer] or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Article ___ shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender or a Junior Lender any holder of the Notes upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower [Issuer] or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Note Purchase Agreement (HLTH Corp)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditors and each Junior Lender under this Agreement Company hereunder, shall remain in full force and effect irrespective of:
: (ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt; (b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement permitted amendment or instrument relating thereto;
waiver of or any release or consent to departure from any of the Senior Debt Documents; (iic) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan Debt; (d) any failure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any of the Junior Loans or any Senior Debt Document other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
than this Agreement; (ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and each Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; or
and (vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, (i) Company in respect of the Senior Debt or (ii) any Junior Borrower or a subordinated creditor or a senior lender subject to Subordinated Creditor in respect of this Agreement. Each Subordinated Creditor acknowledges and agrees that Senior Secured Parties may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing such Subordinated Creditor's obligations hereunder, (bi) This modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Debt and exchange, -10- enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Agent and Senior Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against Company or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Secured Parties and Subordinated Creditors even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Debt hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 4, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Payor Guaranty or any successor guaranty of the Credit Agreement or any other Senior Loan Documents Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from the Credit Agreement or the Payor Guaranty or any successor guaranty or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansDebt;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Debt or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Payor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Debt upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this This Agreement shall remain continue in full force and effect irrespective regardless of:
(ia) the commencement of a Bankruptcy Case (all references herein to Borrower or Guarantor being deemed to apply to Borrower and/or Guarantor, as the case may be, as debtor-in-possession and to a trustee for the estate of Borrower and/or Guarantor in a Bankruptcy Case), and shall apply with full force and effect with respect to all collateral acquired by Borrower and/or Guarantor, and to all indebtedness incurred by any Borrower and/or Guarantor, subsequent to such commencement;
(b) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents Transaction Document or any other agreement or instrument relating thereto;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to or departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansLoan;
(iiid) any manner of application of collateralCollateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral Collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers Borrower or Guarantor or any other Affiliates affiliates of Borrower or any Junior BorrowerGuarantor;
(ive) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or Guarantor or any other Affiliates affiliates of Borrower or any Junior Borrower; or
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, Guarantor or any Junior Borrower or a subordinated creditor or a senior lender Investor subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Intercreditor Agreement (Ener1 Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Debt hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 4, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Payor Guaranty or any successor guaranty of the Credit Agreement or any other Senior Loan Documents Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from the Credit Agreement or the Payor Guaranty or any successor guaranty or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-non- perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansDebt;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Debt or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Payor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Debt upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Parties and each Junior Lender under this Agreement Credit Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement permitted amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt;
(ivd) any changefailure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Credit Parties and Subordinated Parties hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, BorrowerCredit Parties in respect of the Senior Debt or the Subordinated Parties in respect of this Agreement. Each Subordinated Party acknowledges and agrees that the Senior Secured Parties may, in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing any Junior Borrower or a subordinated creditor or a senior lender subject Subordinated Party's obligations hereunder, (i) modify the Senior Debt Documents to the terms hereof.
extent permitted pursuant to Section 3.1; (bii) This take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Agent and Senior Lenders in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Credit Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Secured Parties and the Subordinated Parties even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned disallowed. For the avoidance of doubt, except as provided in Section 2.6(c), nothing in this Section 2.10 shall prevent the Subordinated Parties from taking possession or control of any Collateral waived or released by the Senior Lender or a Junior Lender upon Secured Parties in order for the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though Subordinated Parties to perfect their continuing security interest in such payment had not been madeCollateral.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Patrick Industries Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Representative, intereststhe Senior Creditors and the Security Trustee hereunder, and all agreements and obligations of Senior Lender and each Junior Lender the Subordinated Representatives under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents this Agreement, any Service Provider Document, MSAF Group Note, Secured Credit Facility, Secured Guarantee or any of the Junior Loan Documents Secured Swap Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, any Service Provider Document, MSAF Group Note, Secured Credit Facility, Secured Guarantee or Secured Swap Agreement or any other agreement or instrument relating thereto;
(iii) any taking, exchange, release or non-perfection of the Collateral or any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Obligations; or
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrowerthe Subordinated Representatives, any Junior Borrower or the Subordinated Creditors, a subordinated creditor or a senior lender subject to the terms hereof.
(b) secured subordinated creditor. This Agreement shall continue to be effective or shall be revived or reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by any Senior Lender or a Junior Lender Creditor upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Grantor, or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Security Trust Agreement (Morgan Stanley Aircraft Finance)
Obligations Hereunder Not Affected. (a) All rightsTo the extent permitted by applicable law, interestsall rights and interest of the Senior Creditors and the Administrative Agent hereunder, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Loan Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guarantySenior Debt Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner failure of application any Senior Creditor or the Administrative Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of collateral, or proceeds thereof, to all this Agreement or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than the payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and such rights and interest of Borrowerthe Senior Creditors and the Administrative Agent, and such agreements and obligations of the Subordinated Creditors and the Loan Parties, shall not be subject to (and each Loan Party and each Subordinated Creditor hereby waive any Junior Borrower right to or claim of) any defense (other than the defense of payment in full of the Senior Indebtedness) or set-off, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vf) any other circumstance which that might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior Borrower the Loan Parties in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender or a Junior Lender the Administrative Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Loan Party or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Senior Creditors and the Administrative Agent may in accordance with the terms of the applicable Senior Debt Document, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness, to the extent applicable, or any part thereof, including increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security or guaranties for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security or guaranty; (iii) apply such security and direct the order or manner of sale thereof as Administrative Agent, any such Senior Creditor, in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, the Loan Parties or other obligors; and (v) exercise or refrain from exercising any rights against the Loan Parties or any other Person.
Appears in 1 contract
Samples: Credit Agreement (Sanmina Corp)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders and owners of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender the Holder of this Note and each Junior Lender the Company under this Agreement Article, shall remain in full force and effect irrespective of:
(i) any lack change in the time, manner or place of validity payment of, or enforceability of the Senior Loan Documents in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Company's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Company or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Article Five shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by any holder or owner of Senior Lender or a Junior Lender Indebtedness upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower the Company or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Exchange Agreement (Txu Corp /Tx/)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Creditors and the Administrative Agent hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender under this Agreement Borrower hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to departure from any of the documents evidencing Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner failure of application of collateral, or proceeds thereof, to all the Administrative Agent or any portion other Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, the Senior Credit Agreement or any other Senior Loan Document;
(e) any reduction, limitation, impairment or termination of any Senior Indebtedness of the Senior Loan Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Junior Loansinvalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any manner of sale other event or other disposition of occurrence affecting, any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Indebtedness; and
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior (i) Borrower in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to (ii) the terms hereof.
(b) Subordinated Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by the Administrative Agent or any other Senior Lender or a Junior Lender Creditor upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Subsidiary or otherwise, all as though such payment had not been made. The Subordinated Creditor acknowledge and agrees that the Administrative Agent and each other Senior Creditor may, without notice or demand and without affecting or impairing the Subordinated Creditor's obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof including, without limitation, to increase or decease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Senior Creditors, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower, any Subsidiary or any other Person or any Collateral.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Lenders and the Administrative Agent hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Borrower hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Lender or the Administrative Agent to assert any portion claim or to enforce any right or remedy against any other party hereto under the provisions of this Subordination Agreement, the Senior Loan or any of the Junior Loans Credit Agreement or any other assets of Borrower, Junior Borrowers or any Loan Document other Affiliates of Borrower or any Junior Borrowerthan this Subordination Agreement;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than the defense of payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Borrower and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of Borrowerpayment in full of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior the Borrower in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior any Lender or a Junior Lender the Administrative Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders and the Administrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Creditor hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditor and each Junior Lender under this Agreement the Loan Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt;
(ivd) any changefailure of Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Loan Parties and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Loan Parties in respect of the Senior Debt or a subordinated creditor or a senior lender subject to Subordinated Debt in respect of this Agreement. Subordinated Creditor acknowledges and agrees that Senior Creditor may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing Subordinated Creditor’s obligations hereunder, from time to time, (bi) This renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Debt and the Senior Debt Documents or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Creditor in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Loan Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Creditor and Subordinated Creditor even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Sifco Industries Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the holders of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender Seller Members and each Junior Lender under this Agreement the Company hereunder, shall remain in full force and effect irrespective of:
(iA) any lack of validity or enforceability of any Senior Debt Document;
(B) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iiC) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerIndebtedness;
(ivD) any changefailure of any holder of Senior Indebtedness to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document [other than this Agreement];
(E) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and Seller Members hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vF) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Company or a subordinated creditor its subsidiaries or a senior lender subject to affiliates in respect of the Senior Indebtedness or Seller Members in respect of this Agreement. Seller Members acknowledge and agree that the holders of Senior Indebtedness may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing Seller Members’ obligations hereunder: (bi) This modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Agent and Senior Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Company, Holdings or any other Person. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to be effective or be reinstatedgovern the relative rights and priorities of Senior Agent and Senior Lenders on the one and hand and Seller Members on the other hand, as the case may be, even if at any time any payment of all or any portion part of the Senior Loan Indebtedness or a Junior Loan is rescinded the security interests securing the Senior Indebtedness are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Arc Document Solutions, Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and ---------------------------------- interests of the Agents and the Lenders hereunder, interests, and all agreements and obligations of Senior Lender the Trustee and each Junior Lender the Parent Company Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of Credit Agreement, the Junior Notes, the Loan Documents or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Notes or any other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Subsidiary Borrower or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Subsidiary Borrower or any Junior Borrowerof its Subsidiaries;
(ivv) any change, restructuring or termination of the corporate or partnership structure or existence of Borrower, any Junior the Parent Company Borrower or any other Affiliates of Borrower its Subsidiaries;
(vi) any reduction, limitation, impairment or termination of any Junior BorrowerObligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; or
(vvii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent Company Borrower, any Junior the Subsidiary Borrower or a subordinated creditor or a senior lender the Trustee; and shall not be subject to (and the terms hereof.
(bParent Company Borrower, for itself and on behalf of its Subsidiaries, hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Obligations. This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender any Agent or a Junior Lender upon the insolvency, bankruptcy or reorganization of of, or in connection with any other Bankruptcy Proceeding involving, the Parent Company Borrower or a Junior any of its Subsidiaries, including, without limitation, the Subsidiary Borrower and its Subsidiaries, or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Subordination Agreement (Cencom Cable Entertainment Inc /New)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Senior Creditors and the Senior Agent hereunder, interests, and all agreements and obligations of Senior Lender each Subordinated Creditor and each Junior Lender under this Agreement Obligor, shall (subject in any case to Sections 3.1 and 3.2) remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Debt, or any lack of validity, perfection, priority or enforceability of any Lien pursuant to any Senior Debt Document;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any security interest in collateral for all or any portion of the Senior Loan or Debt;
(d) any failure of the Junior Loans Senior Agent or any other assets Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of Borrower, Junior Borrowers this Agreement or any other Affiliates of Borrower or any Junior Borrower;
Senior Debt Document; (ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason (other than the defense of Payment in Full of the Senior Debt), including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and each Obligor and each Subordinated Creditor hereby waives (to the extent not prohibited by applicable law) any right to or claim of) any defense (other than the defense of BorrowerPayment in Full of the Senior Debt) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borroweroccurrence affecting, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.Debt; and
Appears in 1 contract
Samples: Note Purchase Agreement (New PubCo Renewable Power Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Administrative Agent and the other Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Subordinated Debtors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Secured Party to assert any claim or to enforce any portion of the Senior Loan right or any of the Junior Loans or remedy against any other assets party hereto under the provisions of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerLoan Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and any defense (other than the defense of Borrowerpayment in full of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates event or occurrence affecting, any Senior Indebtedness (which each Subordinated Debtor and each Subordinated Creditor hereby waives any right to or claim of Borrower or any Junior Borroweruntil the Termination Date to the maximum extent permitted by applicable law); orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior Borrower Subordinated Debtor in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender the Administrative Agent or a Junior Lender any other Secured Party upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of Borrower or a Junior Borrower any Subordinated Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Secured Parties may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the other Secured Parties, in their sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Kansas City Southern)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Administrative Agent and the other Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Subordinated Debtors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Secured Party to assert any claim or to enforce any portion of the Senior Loan right or any of the Junior Loans or remedy against any other assets party hereto under the provisions of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerLoan Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than indefeasible payment in full in cash of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to any defense (other than the defense of Borrowerindefeasible payment in full in cash of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other Affiliates event or occurrence affecting, any Senior Indebtedness (which each Subordinated Debtor and each Subordinated Creditor hereby waives any right to or claim of Borrower or any Junior Borroweruntil the Termination Date to the maximum extent permitted by applicable law); orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of indefeasible payment in full in cash of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior Borrower Subordinated Debtor in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender the Administrative Agent or a Junior Lender any other Secured Party upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Subordinated Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Secured Parties may, in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent may determine in its sole discretion; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor; and (v) exercise or refrain from exercising any rights against the Borrowers or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsNo action or inaction of Senior Creditor or any other Person, interestsand no change of law or circumstances, shall release or diminish the obligations, liabilities, agreements or duties hereunder of Subordinated Creditor, affect this Agreement in any way, or afford any Person any recourse against Senior Creditor. Without limiting the generality of the foregoing, none of the obligations, liabilities, agreements and obligations duties of Senior Lender and each Junior Lender the Subordinated Creditor under this Agreement shall remain be released, diminished, impaired, reduced or affected by the occurrence of any of the following at any time or from time to time, even if occurring without notice to or without the consent of the Subordinated Creditor (any right of the Subordinated Creditor to be so notified or to require such consent being hereby waived, except as set forth in full ARTICLE 5):
(a) the release (by operation of law or otherwise) of Hecla Mining from its duty to pay any of the Senior Liabilities.
(b) any invalidity, deficiency, illegality or unenforceability of any of the Senior Liabilities or the documents and instruments evidencing, governing or securing the Senior Liabilities, in whole or in part, any bar by any statute of limitations or other law to recovery on any of the Senior Liabilities, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impracticability or other defense or excuse with respect to the Senior Liabilities whatsoever.
(c) the taking or accepting by Senior Creditor of any additional security for or subordination to any or all of the Senior Liabilities.
(d) any release, discharge, surrender, exchange, subordination, non-perfection, impairment, modification or stay of actions or lien enforcement proceedings against, or loss of any security at any time existing with respect to, the Senior Liabilities.
(e) the modification or amendment of, or waiver of compliance with, any terms of the documents and effect irrespective of:instruments evidencing, governing or securing the Senior Liabilities.
(f) the insolvency, bankruptcy or disability of the Company or the filing or commencement of any Insolvency Proceeding involving the Company or other proceeding with respect thereto. 12
(g) any increase or decrease in the amount of the Senior Liabilities or in the time, manner or terms in accordance with which the Senior Liabilities are to be paid, or any adjustment, indulgence, forbearance, waiver or compromise that may be granted or given with respect to the Senior Liabilities.
(h) any neglect, delay, omission, failure or refusal of Senior Creditor to take or prosecute any action for the collection of the Senior Liabilities or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or part of the Senior Liabilities.
(i) any lack of validity or enforceability release of the proceeds of collateral which may come into the possession of Senior Loan Documents Creditor or its affiliates.
(j) any judgment, order or decree by any court or governmental agency or authority that a payment or distribution by Hecla Mining to Senior Creditor upon the Senior Liabilities is a preference or fraudulent transfer under applicable bankruptcy or similar laws for the protection of the Junior Loan Documents creditors or is for any other agreement reason required to be refunded by Senior Creditor or instrument relating thereto;paid by Senior Creditor to any other Person.
(iik) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver modification of, or consent to, or departure fromwaiver of compliance with, any guaranty, for all or terms of this Agreement with respect to any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereofparty hereto.
(bl) This Agreement shall continue any neglect, delay, omission, failure or refusal of Senior Creditor to be effective take or be reinstated, as the case may be, if at prosecute any time action against any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madePerson in connection with this Agreement.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 3, shall remain in full force and effect irrespective of:
: (i) any lack of validity or enforceability of any present or future guaranty of the Credit Agreement or any other Senior Loan Documents Indebtedness Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any successor agreement or instrument relating thereto;
any other Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its subsidiaries or otherwise; (iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
Indebtedness; (iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrower;
its subsidiaries; (ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower its subsidiaries; or any Junior Borrower; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Payor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Indebtedness upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (SoFi Technologies, Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders and owners of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender the Holder of this Note and each Junior Lender the Company under this Agreement Article, shall remain in full force and effect irrespective of:
(i) any lack change in the time, manner or place of validity payment of, or enforceability of the Senior Loan Documents in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Company's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(ii) any ny taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Company or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Article Five shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by any holder or owner of Senior Lender or a Junior Lender Indebtedness upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower the Company or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Exchangeable Subordinated Note (Txu Us Holdings Co)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders and owners of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender the Holder of this Note and each Junior Lender the Company under this Agreement Article, shall remain in full force and effect irrespective of:
(i) any lack change in the time, manner or place of validity payment of, or enforceability of the Senior Loan Documents in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Company’s obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower the Company or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower the Company or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by any holder or owner of Senior Lender or a Junior Lender Indebtedness upon the insolvencyBankruptcy, bankruptcy insolvency or reorganization of Borrower or a Junior Borrower the Company or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Debt Holders hereunder, interests, and all agreements and obligations of Senior Lender the Purchasers and each Junior Lender Borrower under this Agreement Section 4.16, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any present or future guaranty of the Loan Agreement (as defined below) or any other Senior Loan Documents Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Debt, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or any successor agreement or instrument relating theretoany other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Borrower or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansDebt;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Debt or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowerof its subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 4.16 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by the Senior Lender or a Junior Lender Debt Holders upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Securities Purchase Agreement (Miragen Therapeutics, Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of GE CAPITAL hereunder, interests, and all agreements and obligations of Senior Lender Creditor and each Junior Lender Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i1) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents Documents, or any other agreement or instrument relating thereto; (2) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(ii3) any taking, exchange, release release, or non-perfection nonperfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, of or for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v4) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or Creditor;
(5) any assignment, endorsement, or transfer, in whole or in part, of the Obligations, although made without notice to, or the consent of, Creditor or Borrower, or any Junior other party;
(6) any extension of the time for payment or performance of all or any portion of the Obligations; or
(7) the operation of law or any other cause, whether similar or dissimilar to the foregoing, or any adjustment, indulgence, forbearance or compromise that may be granted or given by GE CAPITAL to any party, or the failure by GE CAPITAL to file or enforce a claim against Borrower, or any impairment, modification, change, release, or limitation of liability of, or stay of action or lien enforcement proceeding against, Borrower or its properties, or its estate in bankruptcy resulting from the operation of any present or future provision of the Federal Bankruptcy Code or any other similar federal or state statute; it being the intention of the parties hereto that this Agreement shall remain in full force and effect notwithstanding any act, omission, or thing which might, but for the provisions hereof, otherwise operate as a subordinated creditor legal or a senior lender subject to equitable discharge of Creditor or Borrower from the terms provisions hereof.
(b) This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender or a Junior Lender GE CAPITAL upon the insolvency, bankruptcy bankruptcy, or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditors and each Junior Lender under this Agreement Companies hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement permitted amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt;
(ivd) any changefailure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Companies and Subordinated Creditors hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Companies in respect of the Senior Debt or a subordinated creditor or a senior lender subject to Subordinated Creditors in respect of this Agreement. Each Subordinated Creditor acknowledges and agrees that Senior Secured Parties may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing such Subordinated Creditor’s obligations hereunder, (bi) This modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Agent and Senior Lenders in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Company or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Secured Parties and Subordinated Creditors even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Agent and the other Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender each of the Subordinated Creditors and each Junior Lender under this Agreement the Intercompany Debtors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any amendment, amendment and restatement, refinancing, other agreement modification or instrument waiver of or any consent to depart from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to depart from any guaranty or departure from, any guarantyCredit Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Secured Party to assert any claim or to enforce any portion of the Senior Loan right or remedy against any of the Junior Loans party hereto or any other assets Credit Party under the provisions of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerCredit Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than Payment in Full), including any claim of waiver, release, surrender, alteration or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrowercompromise; orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrowerany Intercompany Debtor in respect of the Senior Indebtedness or any Subordinated Creditor in respect of this Intercompany Subordination Agreement (in each case, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) other than Payment in Full). This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender or a Junior Lender the Agent, any Secured Party upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower the Borrower, any other Credit Party or otherwise, all as though such payment had not been made. Each Subordinated Creditor acknowledges and agrees that the Agent and the other Secured Parties may, in accordance with the terms of, and to the extent permitted by the Credit Agreement, without notice or demand and without affecting or impairing such Subordinated Creditor’s obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Agent and the other Secured Parties, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Borrower, any Credit Party or any other Person.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lumentum Holdings Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Secured Parties and the Administrative Agent hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Borrower hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Secured Party or the Administrative Agent to assert any portion claim or to enforce any right or remedy against any other party hereto under the provisions of this Subordination Agreement, the Senior Loan or any of the Junior Loans Credit Agreement or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerLoan Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Borrower and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of Borrowerindefeasible payment in full in cash of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of indefeasible payment in full in cash of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior the Borrower in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender any Secured Party or a Junior Lender the Administrative Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Secured Parties and the Administrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Secured Parties, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor; and (v) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of Senior Lender, interestsSubordinated Agent and the Subordinated Creditors hereunder, and all agreements and obligations of Senior Lender and each Junior Lender under this Agreement the Obligors hereunder, shall remain in full force and effect irrespective of:
(i) a. any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
b. any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Subordinated Debt, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Subordinated Debt Documents;
(ii) c. any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan Subordinated Debt;
d. any failure of the Subordinated Agent or any Subordinated Creditor to assert any claim or to enforce any right or remedy against any other party under the provisions of the Junior Loans this Agreement or any Subordinated Debt Document other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowerthan this Agreement;
(iv) e. any changereduction, restructuring limitation, impairment or termination of the corporate structure Subordinated Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (each Obligor and Senior Lender hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSubordinated Debt; orand
(v) f. any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion Obligor in respect of the Senior Loan Debt or a Junior Loan is rescinded Subordinated Debt in respect of this Agreement. Senior Xxxxxx acknowledges and agrees that the Subordinated Agent and the Subordinated Creditors may, in accordance with the terms of the Subordinated Debt Documents, without notice or must demand and without limiting or impairing Senior Lender’s obligations under this Agreement, (i) amend, restate, supplement, refinance, replace or otherwise be returned by Senior Lender modify any or a Junior Lender upon all of the insolvencySubordinated Debt Documents; (ii) take or hold security for the payment of any or all of the Subordinated Debt and exchange, bankruptcy enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or reorganization manner of Borrower sale thereof as the Subordinated Agent and the Subordinated Creditors, in their sole discretion, may determine; (iv) release and substitute one or a Junior Borrower more endorsers, warrantors, borrowers or otherwise, all as though such payment had not been madeother obligors; and (v) exercise or refrain from exercising any rights against any Obligor or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Citibank, interestsN.A., as Agent for the Lenders, and the Lenders hereunder, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents a Credit Agreement, a Note or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement or a Note, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrowerof its subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior the Borrower; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender Citibank, N.A., as Agent for the Lenders, or a Junior any Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of Senior Lien Holder, interestsFSA and the Noteholders and Certificateholders under this Agreement, and all agreements and obligations of Senior Lender Junior Lien Holder, Borrower and each Junior Lender Issuers under this Agreement Agreement, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Senior Loan Documents any Transaction Document or any of the Junior Loan Documents Underlying Transaction Document or any other agreement or instrument relating thereto;
(iib) any takingchange in any term of any Transaction Document or Underlying Transaction Document, or any other amendment or waiver of or any consent to departure from any Transaction Document or Underlying Transaction Document;
(c) any exchange, release or non-perfection of any other collateralthe Collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, any guaranty, for all or any portion of from any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion terms of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior BorrowerSecured Obligations; or
(vd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Issuer, or a any guarantor or subordinated creditor creditor. Notwithstanding anything contained in this Agreement or a senior lender subject to the terms hereof.
(b) This any Transaction Document, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment to any of all Senior Lien Holder, FSA or any portion Noteholder or Certificateholder from Borrower, any Issuer or any other person or by way of enforcement of any remedies or otherwise from the Senior Loan or a Junior Loan Collateral is rescinded rescinded, avoided or must otherwise be returned or paid by Senior Lender Lien Holder, FSA or any Noteholder or LA/INTERCREDITOR AGREEMENT(FINAL) 7 Certificateholder for any reason, whether following the institution of a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Proceeding or otherwise, under any bankruptcy law, state or federal law, common law or equitable cause, all as though such payment had not been mademade and, in that event, the obligations of the parties hereunder shall be revived with respect to such amounts ("REVIVED CLAIMS"), all of which shall constitute Senior Secured Obligations.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (National Auto Finance Co Inc)
Obligations Hereunder Not Affected. (a) All rightsNo action or inaction of the Senior Creditor or any other Person, interestsand no change of law or circumstances, shall release or diminish the obligations, liabilities, agreements or duties hereunder of Subordinated Creditor, affect this Agreement in any way, or afford any Person any recourse against Senior Creditor. Without limiting the generality of the foregoing, none of the obligations, liabilities, agreements and obligations duties of Senior Lender and each Junior Lender the Subordinated Creditor under this Agreement shall remain be released, diminished, impaired, reduced or affected by the occurrence of any of the following at any time or from time to time, even if occurring without notice to or without the consent of the Subordinated Creditor (any right of the Subordinated Creditor to be so notified or to require such consent being hereby waived, except as set forth in full Article 5):
(a) the release (by operation of law or otherwise) of Hecla Mining from its duty to pay any of the Senior Liabilities; or
(b) any invalidity, deficiency, illegality or unenforceability of any of the Senior Liabilities or the documents and instruments evidencing, governing or securing the Senior Liabilities, in whole or in part, any bar by any statute of limitations or other law to recovery on any of the Senior Liabilities, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impracticability or other defense or excuse with respect to the Senior Liabilities whatsoever; or
(c) the taking or accepting by Senior Creditor of any additional security for or subordination to any or all of the Senior Liabilities; or
(d) any release, discharge, surrender, exchange, subordination, non- perfection, impairment, modification or stay of actions or lien enforcement proceedings against, or loss of any security at any time existing with respect to, the Senior Liabilities; or
(e) the modification or amendment of, or waiver of compliance with, any terms of the documents and effect irrespective of:instruments evidencing, governing or securing the Senior Liabilities; or
(f) the insolvency, bankruptcy or disability of Hecla Mining or the filing or commencement of any Insolvency Proceeding involving Hecla Mining or other proceeding with respect thereto; or
(g) any increase or decrease in the amount of the Senior Liabilities or in the time, manner or terms in accordance with which the Senior Liabilities are to be paid, or any adjustment, indulgence, forbearance, waiver or compromise that may be granted or given with respect to the Senior Liabilities; or
(h) any neglect, delay, omission, failure or refusal of the Senior Creditor to take or prosecute any action for the collection of the Senior Liabilities or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or part of the Senior Liabilities; or
(i) any lack release of validity or enforceability the proceeds of collateral which may come into the possession of the Senior Loan Documents Creditor or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrowerits affiliates; or
(vj) any judgment, order or decree by any court or governmental agency or authority that a payment or distribution by Hecla Mining to the Senior Creditor upon the Senior Liabilities is a preference or fraudulent transfer under applicable bankruptcy or similar laws for the protection of creditors or is for any other circumstance which might otherwise constitute a defense available toreason required to be refunded by the Senior Creditor or paid by the Senior Creditor to any other Person; or
(k) any modification of, or a discharge of, Borrowerwaiver of compliance with, any Junior Borrower or a subordinated creditor or a senior lender subject terms of this Agreement with respect to the terms hereof.any party hereto; or
(bl) This Agreement shall continue to be effective any neglect, delay, omission, failure or be reinstated, as the case may be, if at any time any payment of all or any portion refusal of the Senior Loan Creditor to take or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madeprosecute any action against any Person in connection with this Agreement.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Representative, intereststhe Senior Creditors and the Security Trustee hereunder, and all agreements and obligations of Senior Lender and each Junior Lender the Subordinated Representatives under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents this Agreement, any Service Provider Document, AerCo Group Note, Secured Credit Facility, Secured Guarantee, Secured Tax-Related Disposition Agreement or any of the Junior Loan Documents Secured Swap Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, any Service Provider Document, AerCo Group Note, Secured Credit Facility, Secured Guarantee, Secured Tax-Related Disposition Agreement or Secured Swap Agreement or any other agreement or instrument relating thereto;
(iii) any taking, exchange, release or non-perfection of the Collateral or any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Obligations; or
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrowerthe Subordinated Representatives, any Junior Borrower or the Subordinated Creditors, a subordinated creditor or a senior lender subject to the terms hereof.
(b) secured subordinated creditor. This Agreement shall continue to be effective or shall be revived or reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by any Senior Lender or a Junior Lender Creditor upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Grantor, or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Security Trust Agreement (Aerco LTD)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Lender hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender MERI under this Agreement Subordination Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or Credit Agreement, the Note, any Letter of Credit and the Junior Loan Documents letter of credit reimbursement agreement executed in connection therewith, the Guaranty Agreement, or any other agreement or instrument relating theretoto any of the foregoing;
(ii) any takingchange in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, the Note, any Letter of Credit and the letter of credit reimbursement agreement executed in connection therewith, or the Guaranty Agreement;
(iii) any sale, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior BorrowerObligations; or
(viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior MERI or the Borrower in respect of the Obligations or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditor in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender or a Junior the Lender upon the insolvency, bankruptcy or reorganization of Borrower MERI or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of the Senior Lender Administrative Agent and each Junior Lender the Subordinated Administrative Agent under this Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Subordinated Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateralCommon Collateral, or any taking, releaserelease or amendment, amendment or waiver of, or consent to, or departure from, any guarantySenior Loan Document or Subordinated Loan Document, for all or any portion of any of the Senior Loan Loans or the Junior Subordinated Loans;
(iii) any manner of application of collateralthe Common Collateral, or proceeds thereof, to all or any portion of the Senior Loan Loans or any of the Junior Subordinated Loans, or any manner of sale or other disposition of any collateral its Common Collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowerthe Subordinated Loans;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower the Loan Parties or any other Affiliates of Borrower or any Junior Borrowerthe Borrowers; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrowerthe Loan Parties, any Junior Borrower or a subordinated creditor or a senior lender Senior Lender, subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Loans is rescinded or must otherwise be returned by the Senior Lender Lenders or a Junior Lender the Subordinated Lenders upon the insolvency, bankruptcy or reorganization of Borrower the Borrowers or a Junior Borrower the Subordinated Borrowers or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of Senior Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditors and each Junior Lender under this Agreement Company hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement permitted amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt;
(ivd) any changefailure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and each Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; orand
(vf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, (i) Company in respect of the Senior Debt or (ii) any Junior Borrower or a subordinated creditor or a senior lender subject to Subordinated Creditor in respect of this Agreement. Each Subordinated Creditor acknowledges and agrees that Senior Secured Parties may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing such Subordinated Creditor's obligations hereunder, (bi) This modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Agent and Senior Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against Company or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, relative rights and priorities of Senior Secured Parties and Subordinated Creditors even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Streamline Health Solutions Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the ---------------------------------- Administrative Agent hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) i. any lack of validity or enforceability of the Senior Loan Documents Debt or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) . any takingchange in the time, manner of place of payment of, or in any other term of the Senior Debt, or any other amendment or waiver of or any consent to departure from the Senior Debt;
iii. any taking and holding of any collateral or security or additional guarantees for all or any of the Senior Debt; or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or to departure from, from any such guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) iv. any manner of application of collateral, collateral or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansDebt, or any the manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowersecurity;
(iv) v. any consent by the Administrative Agent to the change, restructuring restructure or termination of the corporate partnership structure or existence of Borrowerthe Borrower and any corresponding restructure of the Senior Debt, any Junior Borrower or any other Affiliates restructure or refinancing of Borrower the Senior Debt or any Junior Borrowerportion thereof;
vi. any modification, compounding, compromise, settlement, release by the Administrative Agent, collection or other liquidation of the Senior Debt or of any collateral or security in whole or in part, and any refusal of payment to the Administrative Agent in whole or in part, from any obligor or guarantor in connection with any of the Senior Debt, whether or not with notice to, or further assent by, or any reservation of rights against, the Subordinated Creditors; or
(v) vii. any other circumstance (including, but not limited to, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior of the Borrower or a subordinated creditor the Subordinated Creditors. Without limiting the generality of the foregoing, the Subordinated Creditors hereby consent to, and hereby agree, that the rights of the Administrative Agent hereunder, and the enforceability hereof, shall not be affected by any and all releases of any collateral or a senior lender subject to security from the terms hereof.
(b) liens and security interests created by any security agreement, pledge agreement or other agreement whether for purposes of sales or other dispositions of assets or for any other purpose. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Debt is rescinded or must otherwise be returned by Senior Lender or a Junior Lender the Administrative Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Subordination Agreement (Hudson Respiratory Care Inc)
Obligations Hereunder Not Affected. (a) All rightsNo action or inaction of any Senior Creditor or any other person, interestsand no change of law or circumstances, shall release or diminish the obligations, liabilities, agreements or duties hereunder of any Related Person, affect this Agreement in any way, or afford any person any recourse against any Senior Creditor. Without limiting the generality of the foregoing, none of the obligations, liabilities, agreements and obligations duties of Senior Lender and each Junior Lender the Related Persons under this Agreement shall remain in full force and effect irrespective of:be released, diminished, impaired, reduced or affected by the occurrence of any of the following at any time or from time to time, even if occurring without notice to or without the consent of any or all Related Persons (any right of any of the Related Persons to be so notified or to require such consent being hereby waived):
(ia) the release (by operation of law or otherwise) of Borrower or any lack of validity or enforceability Related Person from its duty to pay any of the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating theretoObligations;
(iib) any takinginvalidity, exchangedeficiency, release illegality or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion unenforceability of any of the Senior Loan Obligations or the Junior Loansdocuments and instruments evidencing, governing or securing the Senior Obligations, in whole or in part, any bar by any statute of limitations or other law to recovery on any of the Senior Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impracticability or other defense or excuse with respect to the Senior Obligations whatsoever; (c) the taking or accepting by any Senior Creditor of any additional security for or subordination to any or all of the Senior Obligations;
(iiid) any manner release, discharge, surrender, exchange, subordination, non-perfection impairment, modification or stay of application of collateralactions or lien enforcement proceedings against, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition loss of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if security at any time existing with respect to, the Senior Obligations; (e) the modification or amendment of, or waiver of compliance with, any payment of all or any portion terms of the documents and instruments evidencing, governing or securing the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon Obligations; (f) the insolvency, bankruptcy or reorganization disability of Borrower or a Junior any Related Person or the filing or commencement of any Insolvency Proceeding involving Borrower or otherwiseany Related Person or other proceeding with respect thereto; (g) any increase or decrease in the amount of the Senior Obligations or in the time, manner or terms in accordance with which the Senior Obligations are to be paid, or any adjustment, indulgence, forbearance, waiver or compromise that might be granted or given with respect to the Senior Obligations; (h) any neglect, delay, omission, failure or refusal of any Senior Creditor to take or prosecute any action for the collection of the Senior Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all as though or part of the Senior Obligations; (i) any release of the proceeds of collateral which may come into the possession of any Senior Creditor or its Affiliates;
(j) any judgment, order or decree by any court or governmental agency or authority that a payment or distribution by Borrower or any Related Person to any Senior Creditor upon the Senior Obligations is a preference under applicable bankruptcy or similar laws for the protection of creditors or is for any other reason required to be refunded by such payment had not been made.Senior Creditor or paid by such Senior Creditor to any other Person; (k) the release or discharge for any reason of any other party hereto from any of its obligations under this Agreement;
Appears in 1 contract
Samples: Subordination Agreement (XCL LTD)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Collateral Agent, intereststhe Secured Parties and the Debenture Trustee hereunder, and all agreements and obligations of Senior Lender and each Junior Lender such Person under this Agreement shall Agreement, shall, to the extent permitted by law, remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents Financing Document, any Collateral Document or any other agreement or instrument relating thereto;
(ii) any takingchange in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Secured Obligations, or any other extension, renewal, amendment, waiver, refinancing, replacement or restructuring of or any consent to departure from any Financing Document or any Collateral Document;
(iii) any exchange, release or non-perfection of any other collateral, of the Collateral or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Secured Obligations; or
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which circumstances that might otherwise constitute a defense available to, to or a discharge of, Borrower, any Junior Borrower or the Company a subordinated creditor or a senior lender subject to the terms hereof.
(b) secured creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Secured Obligations is rescinded or must otherwise be returned by Senior Lender the Collateral Agent, or a Junior Lender any other Person upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower the Company, the Xxxxxxxx or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Pledge and Security Agreement (Sinclair Broadcast Group Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Creditors hereunder, interests, and all agreements and obligations of Senior Lender and each Junior Lender under this Agreement the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the any Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating theretoCreditor Document;
(ii) any takingchange in the time, exchange, release manner or non-perfection place of any other collateral, or any taking, release, amendment or waiver payment of, or consent toin any other term of, or departure from, any guaranty, for all or any portion of any of the Senior Loan Obligations, or the Junior Loansany other amendment or waiver of or consent to departure from any Senior Creditor Document;
(iii) any manner exchange, release or nonperfection of application of collateralany security interest in or Lien on any Collateral, or proceeds thereofany release or amendment or waiver of or consent to departure from any Guarantee, to in respect of all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Obligations; or
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Loan Party in respect of its Senior Obligations or a subordinated creditor or a senior lender subject to the terms hereofof any Subordinated Creditor in respect of this Agreement.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all the Senior Obligations or any portion of the Senior Loan or a Junior Loan part thereof is rescinded or must otherwise be returned by any Senior Lender or a Junior Lender Creditor upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Loan Party or otherwise, all as though such payment had not been made.
(c) Each Subordinated Creditor hereby authorizes the Senior Creditors, without notice or demand and without affecting or impairing any of the obligations of such Subordinated Creditor hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Senior Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against such Subordinated Creditor, any Loan Party or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Subordinated Noteholders hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Noteholders and each Junior Lender under this Agreement the Obligors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing or relating to the Senior Loan Documents Subordinated Obligations;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Subordinated Obligations, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Subordinated Obligations (whether or not effected in accordance with the provisions of this Agreement);
(iic) any taking, exchange, release or non-perfection failure of any Subordinated Noteholder to assert any claim or to enforce any right or remedy against any other collateral, party hereto under the provisions of this Agreement or any taking, release, amendment other document evidencing or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of relating to the Senior Loan or the Junior LoansSubordinated Obligations;
(iiid) any manner of application of collateralreduction, or proceeds thereoflimitation, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring impairment or termination of the corporate structure or existence Subordinated Obligations for any reason (other than the defense of Borrowerpayment in full of all of the Subordinated Obligations), including, without limitation, any Junior Borrower claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Obligor hereby waives any right to or claim of) any defense (other than the defense of payment in full of the Subordinated Obligations) or set off, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSubordinated Obligations; orand
(ve) any other circumstance circumstances which might otherwise constitute a defense (other than the defense of payment in full in cash of all of the Subordinated Obligations) available to, or a discharge of, Borrower, any Junior Borrower Obligor in respect of the Subordinated Obligations or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Noteholders in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Subordinated Obligations is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.returned
Appears in 1 contract
Samples: Subordinated Indebtedness Intercreditor Agreement (Transtechnology Corp)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Lenders and the Administrative Agent hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Borrower hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition failure of any collateral for all Lender or the Administrative Agent to assert any portion claim or to enforce any right or remedy against any other party hereto under the provisions of this Subordination Agreement, the Senior Loan or any of the Junior Loans Credit Agreement or any other assets of Borrower, Junior Borrowers or any Loan Document other Affiliates of Borrower or any Junior Borrowerthan this Subordination Agreement;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than the defense of payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Borrower and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of Borrowerpayment in full of the Senior Indebtedness) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vf) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior the Borrower in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be 168 returned by Senior any Lender or a Junior Lender the Administrative Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders and the Administrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Samples: Credit Agreement (Keebler Foods Co)
Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to or departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers Borrower or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender each Senior Lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by any Senior Lender or a Junior any Mezzanine Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Intercreditor Agreement (First Financial Corp /Tx/)
Obligations Hereunder Not Affected. (a) All rightsTo the extent permitted by applicable law, interestsall rights and interest of the Senior Creditors and the Collateral Agents hereunder, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Credit Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing Senior Indebtedness;
(b) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument waiver of or any consent to departure from any of the documents evidencing or relating theretoto the Senior Indebtedness;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guarantySenior Debt Document, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner failure of application any Senior Creditor or either Collateral Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of collateral, or proceeds thereof, to all this Agreement or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt Document;
(ive) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason (other than the payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or existence compromise, and such rights and interest of Borrowerthe Senior Creditors and the Collateral Agents, and such agreements and obligations of the Subordinated Creditors and the Credit Parties, shall not be subject to (and each Credit Party and each Subordinated Creditor hereby waive any Junior Borrower right to or claim of) any defense (other than the defense of payment in full of the Senior Indebtedness) or set-off, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand Interco Subordination Agreement
(vf) any other circumstance which that might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Borrower, any Junior Borrower the Credit Parties in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender or a Junior Lender either Collateral Agent upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower any Credit Party or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Senior Creditors and the Collateral Agents may in accordance with the terms of the applicable Senior Debt Document, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness, to the extent applicable, or any part thereof, including increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security or guaranties for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security or guaranty; (iii) apply such security and direct the order or manner of sale thereof as such Collateral Agent, any such Senior Creditor, in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, the Credit Parties or other obligors; and (v) exercise or refrain from exercising any rights against the Credit Parties or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the holders of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender Seller Members and each Junior Lender under this Agreement the Company hereunder, shall remain in full force and effect irrespective of:
(iA) any lack of validity or enforceability of any Senior Debt Document;
(B) any change in the Senior Loan Documents time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iiC) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerIndebtedness;
(ivD) any changefailure of any holder of Senior Indebtedness to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document;
(E) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and Seller Members hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Indebtedness; orand
(vF) any other circumstance which might otherwise constitute a defense available to, or a discharge of, BorrowerCompany or its subsidiaries or affiliates in respect of the Senior Indebtedness or Seller Members in respect of this Agreement. Seller Members acknowledge and agree that the holders of Senior Indebtedness may in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing Seller Members’ obligations hereunder: (i) modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any Junior such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Agent and Senior Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Company, Borrower or a subordinated creditor or a senior lender subject any other Person. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the terms hereof.
(b) This provisions of this Agreement shall continue to be effective or be reinstatedgovern the relative rights and priorities of Senior Agent and Senior Lenders on the one and hand and Seller Members on the other hand, as the case may be, even if at any time any payment of all or any portion part of the Senior Loan Indebtedness or a Junior Loan is rescinded the security interests securing the Senior Indebtedness are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Collateral Agent and the Lenders hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Credit Agreement, any other Loan Documents or any of the Junior Loan Documents Document or any other agreement or instrument relating thereto;
(ii) subject to the proviso to Section 1(a) hereof and the proviso to Section 3(d) hereof, any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or the other Loan Documents;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrowerits Subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior the Borrower or any other Affiliates of Borrower or any Junior BorrowerLoan Party; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, any Junior Borrower other Loan Party or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by Senior Lender the Collateral Agent or a Junior any Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Creditors hereunder, interests, and all agreements and obligations of Senior Lender and each Junior Lender under this Agreement the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents Support Document or any other agreement or instrument relating theretoLoan Document;
(ii) any takingchange in the time, exchange, release manner or non-perfection place of any other collateral, or any taking, release, amendment or waiver payment of, or consent toin any other term of, or departure from, any guaranty, for all or any portion of any of the Senior Obligations, or any other amendment or waiver of or consent to departure from the Participating Credit Agreements or any other Loan or the Junior LoansDocument (other than this Agreement);
(iii) any manner exchange, release or nonperfection of application of any security interest in any collateral, or proceeds thereofany release or amendment or waiver of or consent to departure from any guarantee, to in respect of all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Obligations; or
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Company in respect of its Senior Obligations or a subordinated creditor or a senior lender subject to the terms hereofof any Subordinated Creditor in respect of this Agreement.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all the Senior Obligations or any portion of the Senior Loan or a Junior Loan part thereof is rescinded or must otherwise be returned by any Senior Lender or a Junior Lender Creditor upon the insolvency, bankruptcy or reorganization of any Borrower or a Junior Borrower Company or otherwise, all as though such payment had not been made.
(c) Each Subordinated Creditor hereby authorizes the Senior Creditors, without notice or demand and without affecting or impairing any of the obligations of such Subordinated Creditor hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Senior Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Subordinated Creditor, any Borrower Company or any other Person.
Appears in 1 contract
Samples: Common Agreement (Velocom Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender Payor under this Agreement Section 3, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any successor guaranty of any Senior Indebtedness Document;
(ii) any change in the Senior Loan Documents time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or instrument relating theretowaiver of or any consent to any departure from any Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, BorrowerPayor, any Junior Borrower the Subordinated Creditor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Indebtedness upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Note Purchase Agreement (Cogent Communications Group Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the holders of Senior Indebtedness hereunder, interests, and all agreements and obligations of Senior Lender Payee and each Junior Lender Payor under this Agreement Section 3, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any present or future guaranty of the Credit Agreement or any other Senior Loan Documents Indebtedness Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any successor agreement or instrument relating theretoany other Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansIndebtedness, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Indebtedness or any other assets of Borrower, Junior Borrowers Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower Payor or any other Affiliates of Borrower or any Junior Borrowerits Subsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Payor or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement creditor. The provisions of this Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by the holders of Senior Lender or a Junior Lender Indebtedness upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower Payor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the any Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to or departure from, from any guaranty, for all or any portion of any of the Senior Loan or the any Junior LoansLoan;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Intercreditor Agreement (KBS Real Estate Investment Trust, Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interest of the Senior Creditors hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender under this Agreement any Loan Party hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Senior Loan Documents Debt;
(b) any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Debt, or any other agreement permitted amendment or instrument relating theretowaiver of or any release or consent to departure from any of the Senior Debt Documents;
(iic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of, or consent to, or departure from, any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerDebt;
(ivd) any changefailure of any Senior Lender or Senior Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and any Loan Party and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of Borrowerinvalidity, any Junior Borrower illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerSenior Debt; orand
(vf) any other circumstance circumstance, whether similar or dissimilar which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower Loan Party in respect of the Senior Debt or a subordinated creditor or a senior lender subject to Subordinated Creditor in respect of this Agreement. Each Subordinated Creditor acknowledges and agrees that the Senior Creditors may in accordance with the terms hereof.
of the Senior Debt Documents, without notice or demand and without affecting or impairing Subordinated Creditor’ obligations hereunder from time to time, (bi) This renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Debt or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Agent and the Senior Lenders in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Loan Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstatedgovern the relative rights and priorities of Senior Agent, as the case may be, Senior Lenders and Subordinated Creditor even if at any time any payment of all or any portion part of the Senior Loan Debt or a Junior Loan is rescinded the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been madedisallowed.
Appears in 1 contract
Samples: Subordination Agreement (Stronghold Digital Mining, Inc.)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Creditors hereunder, interests, and all agreements and obligations of Senior Lender Subordinated Creditor and each Junior Lender under this Agreement Borrower hereunder, shall remain in full force and effect irrespective of:
(ia) any Any lack of validity or enforceability of the Senior Loan Documents Credit Agreement or any agreement, instrument or other document executed or delivered in connection therewith;
(b) Any change in the time, manner or place of payment of, or any other term of, all or any of the Junior Loan Documents Senior Indebtedness, or any other agreement amendment or waiver of or any consent to departure from the Credit Agreement or any agreement, instrument relating theretoor other document executed or delivered in connection therewith;
(iic) any taking, Any exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansIndebtedness;
(iiid) any manner of application of collateral, or proceeds thereof, to all or any portion Any failure of the Senior Loan Creditors to assert any claim or to enforce any right or remedy under the provisions of this Agreement, the Credit Agreement or any agreement, instrument or other document executed or delivered in connection therewith;
(e) Any reduction, limitation, impairment or termination of the Junior Loansany Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any manner of sale other event or other disposition of occurrence affecting, any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;Indebtedness; and
(ivf) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(v) any Any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower in respect of the Senior Indebtedness or a subordinated creditor or a senior lender subject to the terms hereof.
(b) Subordinated Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Indebtedness is rescinded or must otherwise be returned by any of the Senior Lender or a Junior Lender Creditors upon the insolvency, bankruptcy or reorganization of Borrower or a Junior Borrower or otherwise, all as though such payment had not been made. Subordinated Creditor acknowledges and agrees that the Senior Creditors may, without notice or demand and without affecting or impairing Subordinated Creditor’s obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise amend, supplement or modify the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor; and (v) exercise or refrain from exercising any rights against Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Senior Creditors hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or any of the Junior Loan Documents Purchase Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from the Purchase Agreement, including, without limitation, any increase in the Senior Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrower;of its subsidiaries; 5
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior the Borrower or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(vvi) any exercise or nonexercise of any right, power or remedy under or in respect of any Senior Obligations or any instrument or agreement relating thereto, or any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission, in respect of any Senior Obligations or any instrument or agreement relating thereto or any security therefor or guaranty thereof, whether or not the Subordinated Creditor shall have had notice or knowledge of any of the foregoing; or
(vii) any release of any Person liable in any manner for the collection of any Senior Obligations; or
(viii) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by the Senior Lender or a Junior Lender Creditors upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Subordination Agreement (Telespectrum Worldwide Inc)
Obligations Hereunder Not Affected. (a) All rights, interests, rights and interests of Xxxxx and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement shall remain in full force and effect irrespective of:
(ia) any Any lack of validity or enforceability of the Senior Loan Documents or any of Agreement, the Junior Loan Documents Related Documents, or any other agreement or instrument relating thereto;
(iib) Any change in the time, manner, or place of payment of, or in ay other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or Related Documents, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise;
(c) Any taking, exchange, release release, or non-perfection nonperfection of any other collateral, or any taking, release, or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior Loans;Obligations.
(iiid) any Any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan Obligations or any other asset of the Borrower or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries;
(ive) any Any change, restructuring restructuring, or termination of the corporate structure or existence of Borrower, any Junior the Borrower or any other Affiliates of Borrower or any Junior Borrowerits subsidiaries; or
(vf) any Any other circumstance which that might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender the Agent or a Junior Lender any Bank upon the insolvency, bankruptcy bankruptcy, or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Subordination Agreement (Nuvim Inc)
Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Administrative Agent or the Secured Parties hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditor and each Junior Lender the Borrower under this Agreement Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Credit Agreement, the Revolving Notes, any Loan Documents or any of the Junior Loan Documents Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Revolving Notes or any Loan Document including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or any of its affiliates or subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, or to departure from, from any guaranty, for all or any portion of any of the Senior Loan or the Junior LoansObligations;
(iiiiv) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior LoansObligations, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans Obligations or any other assets of Borrower, Junior Borrowers or any other Affiliates of the Borrower or any Junior Borrowerof its affiliates or subsidiaries;
(ivv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior the Borrower or any other Affiliates of Borrower its affiliates or any Junior Borrowersubsidiaries; or
(vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior the Borrower or a subordinated creditor or a senior lender subject to the terms hereof.
(b) creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender the Administrative Agent or a Junior Lender any Secured Party upon the insolvency, bankruptcy or reorganization of Borrower or a Junior the Borrower or otherwise, all as though such payment had not been made.
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Obligations Hereunder Not Affected. (a) All rightsrights and interests of the Administrative Agent and the Lenders hereunder, interests, and all agreements and obligations of Senior Lender the Subordinated Creditors and each Junior Lender under this Agreement the Subordinated Debtors hereunder, shall to the extent permitted by applicable law remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any document evidencing the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating theretoObligations;
(ii) any takingchange in the time, manner or place of payment of, or any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the documents evidencing or relating to the Obligations;
(iii) any exchange, release or non-perfection of any other collateral, or any taking, release, release or amendment or waiver of, of or consent to, to departure from any guaranty or departure from, any guarantyLoan Document, for all or any portion of any of the Senior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior BorrowerObligations;
(iv) any changefailure of the Administrative Agent or any Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, restructuring the Term Loan Agreement or any other Loan Document;
(v) any reduction, limitation, impairment or termination of the corporate structure Obligations for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and each of Borrowerthe Subordinated Debtors and the Subordinated Creditors hereby waives any right to or claim of) any defense (other than the defense of a Discharge of Obligations) or setoff, any Junior Borrower counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Affiliates of Borrower event or occurrence affecting, any Junior BorrowerObligations; orand
(vvi) any other circumstance which might otherwise constitute a defense (other than the defense of a Discharge of Obligations) available to, or a discharge of, Borrower, any Junior Borrower the Subordinated Debtors in respect of the Obligations or a subordinated creditor or a senior lender subject to the terms hereofSubordinated Creditors in respect of this Agreement.
(b) This Notwithstanding anything to the contrary herein, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan Obligations is rescinded or must otherwise be returned by Senior Lender the Administrative Agent or a Junior any Lender upon the insolvency, bankruptcy any Insolvency or reorganization Liquidation Proceeding of Borrower or a Junior Borrower any Subordinated Debtor or otherwise, all as though such payment or any portion thereof had not been made. Each Subordinated Creditor acknowledges and agrees that the Administrative Agent and the Lenders may, in accordance with the terms of the Loan Documents, to the extent permitted by applicable law without notice or demand and without affecting or impairing such Subordinated Creditor’s obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor; and (v) exercise or refrain from exercising any rights against any Subordinated Debtor or any other Person.
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Samples: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.)
