Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer hereunder, and all agreements and obligations of each Subordinated Lender hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Agreement or any document contemplated thereby; (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 consent to departure from the Offering Proceeds Note; (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure from, any Offering Proceeds Note Guarantee; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its Senior Obligations or of any Subordinated Lender 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or be reinstated, as the case may be, if at any time any payment of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer hereunderrights, and all interests, agreements and obligations of each Subordinated Senior Lender hereunder, and Junior Lender under this Agreement shall remain in full force and effect irrespective of: (i) : any lack of validity or enforceability of the Offering Proceeds Note, Senior Loan Documents or the Purchase Agreement Junior Loan Documents or any document contemplated thereby; (ii) other agreement or instrument relating thereto; any change in the timetaking, manner exchange, release or place non-perfection of payment of, or in any other term of, all or any of the Senior Obligationscollateral, or any other taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the Offering Proceeds Note; (iii) Senior Loan or the Junior Loan; any releasemanner of application of collateral, amendmentor proceeds thereof, waiver to all or any portion of the Senior Loan or the Junior Loan, or any manner of sale or other modificationdisposition of any collateral for all or any portion of the Senior Loan or the Junior Loan or any other assets of Borrower or any other Affiliates of Borrower; any change, whether in writing restructuring or by course termination of conduct the corporate structure or otherwise, of, existence of Borrower or consent to departure from, any Offering Proceeds Note Guaranteeother Affiliates of Borrower; or (iv) or any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its or a subordinated creditor or the Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) subject to the terms hereof. 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 Obligations or any part thereof Loan is rescinded or must otherwise be returned by the Issuer Senior Lender or Junior Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer hereunderrights, and all interests, agreements and obligations of each Subordinated Senior Lender hereunder, and Subordinate Lender under this Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds Note, Senior Loan Documents or the Purchase Agreement Subordinate Loan Documents or any document contemplated therebyother agreement or instrument relating thereto; (ii) any change in the timetaking, manner exchange, release or place non-perfection of payment of, or in any other term of, all or any of the Senior Obligationscollateral, or any other taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the Offering Proceeds NoteSenior Loan or the Subordinate Loan; (iii) any releasemanner of application of collateral, amendmentor proceeds thereof, waiver to all or any portion of the Senior Loan or the Subordinate Loan, or any manner of sale or other modification, whether in writing disposition of any collateral for all or by course any portion of conduct the Senior Loan or otherwise, of, the Subordinate Loan or consent to departure from, any Offering Proceeds Note Guarantee; orother assets of Borrower or Borrower or any other Affiliates of Borrower; (iv) any change, restructuring or termination of the corporate structure or existence of Borrower or Borrower or any other Affiliates of Borrower; or (v) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower, Borrower in respect of its or a subordinated creditor or a Senior Obligations or of any Subordinated Lender in respect of this Agreementsubject 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 Obligations or any part thereof Loan is rescinded or must otherwise be returned by the Issuer Senior Lender or Subordinate Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Borrower hereunder, and all agreements and obligations of each Subordinated Lender hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Loan Proceeds Note, the Purchase Credit Agreement or any document contemplated thereby; (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 consent to departure from the Offering Loan Proceeds Note; (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure from, any Offering Loan Proceeds Note Guarantee; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower Intercompany Obligor in respect of its Senior Obligations or of any Subordinated Lender 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 the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Borrower upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower Intercompany Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Borrower hereunder, and all agreements and obligations of each Subordinated Lender hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Loan Proceeds Note, the Purchase Credit Agreement or any document contemplated thereby; (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 consent to departure from the Offering Loan Proceeds Note; (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure from, any Offering Loan Proceeds Note Guarantee; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its Senior Obligations or of any Subordinated Lender 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 the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Borrower upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Administrative Agent and the Lenders hereunder, and all agreements and obligations of each the Subordinated Lender hereunderCreditor and the Company under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds NoteCredit Agreement, the Purchase Agreement Notes, the Loan Papers or any document contemplated therebyother 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 Offering Proceeds NoteCredit Agreement, the Loan Papers or the Notes, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Company or otherwise; (iii) any releasetaking, amendment, release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available tochange, restructuring or a discharge of, any Subordinated Borrower in respect termination of the corporate structure or existence of the Company or its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) Subsidiaries. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower the Company or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Senior Creditors hereunder, and all agreements and obligations of each Subordinated Lender hereunderCreditor and Debtor under this Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of the Offering Proceeds Noteany Senior Debt Loan Document, the Purchase Agreement or any document contemplated therebyagreement or instrument relating thereto; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior ObligationsDebt, or any other amendment or waiver of or any consent to or departure from the Offering Proceeds NoteSenior Debt Loan Documents, including, without limitation, any increase in the Senior Debt; (iiic) any releaseenforcement of any Senior Debt Loan Document, amendmentincluding the taking, waiver holding or other modificationsale of any property or interests in property in or upon which a Lien is granted or purported to be granted, whether in writing or by course of conduct or otherwise, ofif any, or consent to departure from, any Offering Proceeds Note Guarantee; ortermination or release of same; (ivd) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Debtor or Subordinated Borrower in respect of its Senior Obligations Creditor or of any Subordinated Lender in respect of this Agreement. (b) third party guarantor or surety. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof Debt is rescinded or must otherwise be returned by the Issuer Senior Creditors, or any one of them, upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower Debtor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer OII and RGC, respectively, hereunder, and all agreements and obligations of each Subordinated Lender hereunderRGC, OII, UTTC and the Borrower under this Agreement, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Agreement any OII Credit Document or any document contemplated therebyRGC Credit Documents; (iib) 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 departure from the Offering Proceeds NoteOII Credit Documents or RGC Credit Documents (provided that the inclusion of this subsection in this agreement shall not be deemed to limit, expand or otherwise affect the terms of Section 3.6(c) hereof); (iiic) any releaseexchange, amendmentrelease or non-perfection of a security interest covering any Collateral, or any release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Obligations (provided no consent thereto in violation hereof is made by the inclusion of this subsection); or (ivd) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its Senior Obligations either Grantor or of any Subordinated Lender in respect of this Agreement. (b) RGC or OII. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by to the Issuer Borrower and/or UTTC upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower and/or UTTC or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Administrative Lender and the Lenders hereunder, and all agreements and obligations of each the Subordinated Lender hereunderCreditor and the Company under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds NoteCredit Agreement, the Purchase Agreement Notes, the Loan Papers or any document contemplated therebyother 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 Offering Proceeds NoteCredit Agreement, the Loan Papers or the Notes, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Company or otherwise; (iii) any releasetaking, amendment, release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guarantee; orof the Obligations; (iv) any other circumstance that might otherwise constitute a defense available tochange, restructuring or a discharge of, any Subordinated Borrower in respect termination of the corporate structure or existence of the Company or its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) Subsidiaries. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Administrative Lender or any Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower the Company or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Senior Creditors hereunder, and all agreements and obligations of each the Subordinated Lender Creditors hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase credit Agreement or any document contemplated therebyother Loan Document; (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 consent to departure from the Offering Proceeds NoteCredit Agreement or any other Loan Document (other than this Agreement); (iii) any releaseexchange, amendmentrelease or nonperfection of any security interest in any collateral, or any release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guarantee, in respect of all or any Offering Proceeds Note Guaranteeof the Senior Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower Company in respect of its Senior Obligations or of any Subordinated Lender Creditor in respect of this Agreement. (b) This Agreement shall continue 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 be effective time to (i) renew, compromise, extend, increase, accelerate or be reinstatedotherwise change the time for payment of, as or otherwise change the case may beterms of, if at any time any payment of the Senior Obligations or any part thereof is rescinded and (ii) exercise or must otherwise be returned by the Issuer upon the insolvency, bankruptcy or reorganization of refrain from exercising any rights against any Subordinated Borrower Creditor, any Loan Party or otherwise, all as though such payment had not been madeany other Person.

Obligations Hereunder Not Affected. any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (ax) All rights any benefit of and interests of the Issuer hereunderany right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all agreements other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Notwithstanding anything to the contrary herein (subject only to the next succeeding sentence), this Intercompany Subordination Agreement shall terminate as to the Credit Agreement and obligations the Obligations thereunder, on the Discharge of each Subordinated Lender hereunder, shall remain in full force and effect irrespective of: Secured Obligations (i) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Agreement or any document contemplated thereby; (ii) any change as defined in the timeSecurity Agreement referred to in the Credit Agreement). Notwithstanding the foregoing, manner this Intercompany Subordination Agreement shall be reinstated as to the Credit Agreement in respect of which any payment of Senior Indebtedness is so rescinded or place must be so otherwise returned, from and after the time (if any) that any payment of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or consent to departure from the Offering Proceeds Note; (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure from, any Offering Proceeds Note Guarantee; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its Senior Obligations or of any Subordinated Lender 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 the Senior Obligations or any part thereof Indebtedness is rescinded or must otherwise be returned by the Issuer Administrative Agent or any holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Banks hereunder, and all agreements of the Subordinated Creditor and obligations of each Subordinated Lender hereunderthe Borrower under this Agreement, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of the Offering Proceeds NoteCredit Agreement, the Purchase Agreement Notes or any document contemplated therebyother agreement or instrument relating thereto; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior ObligationsDebt, or any other amendment or waiver of or any consent to departure from the Offering Proceeds NoteNotes or the Credit Agreement; (iiic) any releaseexchange, amendmentrelease or non-perfection of any collateral, or any release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Senior Debt; or (ivd) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Subordinated the Borrower in respect of its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) a subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof Debt is rescinded or must otherwise be returned by the Issuer Banks upon the insolvency, bankruptcy or reorganization of any Subordinated the Borrower or otherwise, all as though such payment had not been made.. Subordination Agreement

Obligations Hereunder Not Affected. (a) All rights and rights, interests of the Issuer hereunder, and all agreements and obligations of each Subordinated Lender hereunder, the parties under this Agreement shall remain in full force and effect irrespective of: (i) any lack of validity validly or enforceability of the Offering Proceeds NoteMortgage, the Purchase Agreement Mortgage Note or any document contemplated therebyof the other Mortgage Loan Documents; (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, Mortgage Loan or any other amendment or waiver of or any consent to or departure from the Offering Proceeds NoteMortgage, the Mortgage Note or any of the other Mortgage Loan Documents made in accordance with the terms hereof; (iii) any releaseexchange, amendment, waiver release or other modification, whether in writing non- perfection of any collateral for all or by course any of conduct or otherwise, of, or consent to departure from, any Offering Proceeds Note Guaranteethe Mortgage Loan; or (iv) any other circumstance that which might otherwise constitute a defense available to, or to a discharge of, any Subordinated Borrower in respect of its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment on account of the Senior Obligations or any part thereof Mortgage Loan is rescinded or must otherwise be returned by the Issuer Mortgage Lender upon the insolvency, bankruptcy or reorganization of any Subordinated the Mortgage Borrower or otherwiseotherwise in any legal proceeding, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Senior Creditors hereunder, and all agreements and obligations of each the Subordinated Lender Creditors hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Credit Agreement or any document contemplated therebyother Loan Document; (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 consent to departure from the Offering Proceeds NoteCredit Agreement or any other Loan Document (other than this Agreement); (iii) any releaseexchange, amendmentrelease or nonperfection of any security interest in any collateral, or any release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guarantee, in respect of all or any Offering Proceeds Note Guaranteeof the Senior Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower Company in respect of its Senior Obligations or of any Subordinated Lender Creditor in respect of this Agreement. (b) This Agreement shall continue 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 be effective time to (i) renew, compromise, extend, increase, accelerate or be reinstatedotherwise change the time for payment of, as or otherwise change the case may beterms of, if at any time any payment of the Senior Obligations or any part thereof is rescinded and (ii) exercise or must otherwise be returned by the Issuer upon the insolvency, bankruptcy or reorganization of refrain from exercising any rights against any Subordinated Borrower Creditor, any Loan Party or otherwise, all as though such payment had not been madeany other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Administrative Lender and the Lenders hereunder, and all agreements and obligations of each the Subordinated Lender hereunderCreditor and the Company under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds NoteCredit Agreement, the Purchase Agreement Notes, the Loan Papers or any document contemplated therebyother 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 Offering Proceeds NoteCredit Agreement, the Loan Papers or the Notes, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Company or otherwise; (iii) any releasetaking, amendment, release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available tochange, restructuring or a discharge of, any Subordinated Borrower in respect termination of the corporate structure or existence of the Company or its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) Subsidiaries. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Administrative Lender or any Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower the Company or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Banks hereunder, and all agreements and obligations of each the Subordinated Lender hereunderCreditor and the Borrowers under this Agreement, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Credit Agreement or any document contemplated therebyother Facility Document or any other agreement or instrument relating thereto; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior ObligationsDebt, or any other amendment or waiver of or any consent to departure from the Offering Proceeds NoteCredit Agreement or any other Facility Document; (iiic) any releaseexchange, amendmentrelease or non-perfection of any collateral, or any release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Senior Debt; or (ivd) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Subordinated a Borrower in respect of its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) a subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof Debt is rescinded or must otherwise be returned by the Issuer Agent or any Bank upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as though such payment had not been made.. 147 6

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Senior Creditor hereunder, and all agreements and obligations of each the Subordinated Lender Creditors hereunder, shall remain in full force and effect irrespective of: : (ia) any lack of validity or enforceability of the Offering Proceeds Note, the Purchase Agreement Senior Loan Documents or any document contemplated thereby; other agreement or instrument relating thereto; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior ObligationsDebt, or any other amendment or waiver of or any consent to the departure from the Senior Loan Documents; (c) any exchange, release or nonperfection of any Senior Lien, or any release or amendment or waiver of or consent to departure from any guaranty supporting all or any portion of the Offering Proceeds Note; Senior Debt; or (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure from, any Offering Proceeds Note Guarantee; or (ivd) any other circumstance that circumstances which might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower of the Debtor in respect of its the Senior Obligations Debt or of any Subordinated Lender Creditors 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 any of the Senior Obligations or any part thereof Debt is rescinded or must be otherwise be returned by the Issuer Senior Creditor upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwiseDebtor Insolvency, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interests of the Issuer Administrative Agent and the Lenders hereunder, and all agreements and obligations of each the Subordinated Lender hereunderCreditors and the Company under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Offering Proceeds NoteCredit Agreement, the Purchase Agreement Notes, the Loan Papers or any document contemplated therebyother 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 Offering Proceeds NoteCredit Agreement, the Loan Papers or the Notes, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Company or otherwise; (iii) any releasetaking, amendment, release or amendment or waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to departure fromfrom any guaranty, for all or any Offering Proceeds Note Guaranteeof the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available tochange, restructuring or a discharge of, any Subordinated Borrower in respect termination of the corporate structure or existence of the Company or its Senior Obligations or of any Subordinated Lender in respect of this Agreement. (b) Subsidiaries. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Issuer Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower the Company or otherwise, all as though such payment had not been made.