Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Credit Agreement; (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 consent to departure from the Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights Except as otherwise provided in this Agreement, all rights, interests, agreements and interests obligations of the Secured Parties under Creditors hereunder, in respect of each other or in respect of the other parties to this ArticleAgreement, and all agreements and obligations of the Company and each other Grantor or Guarantor Junior Secured Parties in respect of the respective Senior Secured Parties under this Article, Agreement shall remain in full force and effect irrespective of: (ia) any Any lack of validity or enforceability of the Credit Agreementany Transaction Document or any other agreement or instrument relating thereto; (iib) any 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 ObligationsObligations secured or guaranteed by the Security Documents, or any other extension, renewal, supplement, amendment or waiver other modification, waiver, refinancing or restructuring of or any consent to departure from, or any act, omission or default under, this Agreement or any other Transaction Document (including, without limitation, any increase in such Obligations resulting from the Credit Agreementextension of additional credit to, or the issuance of additional debt or equity instruments by, the Company or any of its Subsidiaries or otherwise, but excluding, in any event, any such increase in the Company’s Obligations to any one or more Secured Creditors to the extent that, after giving effect thereto and to any reductions associated or occurring substantially concurrently with such increase, the aggregate amount of the Company’s Obligations to such Secured Creditors would exceed the aggregate amount of such Obligations to such Secured Creditors stated to be subject to the priorities of Section 2 hereof); (iiic) any Any taking, exchange, surrender, release or nonperfection non-perfection of any lien or security interest in any the Collateral, or any release other collateral, or any taking, release, supplement, amendment or other modification or waiver of or consent to departure from any GuaranteeGuaranty, in respect of or any other guaranty, for all or any of the Obligations, or any settlement or compromise of any of such Obligations; (d) Any manner of application of the Collateral, or any other collateral, or proceeds thereof, to all or any of the Obligations of the Company secured or guaranteed by the Security Documents, or any manner of sale or other disposition of any Collateral or such other collateral or any other assets of the Company; (e) Any exercise or failure to exercise any rights by or against any Secured Creditor; (f) Any change, restructuring or termination of the corporate structure of the Company or any of its Subsidiaries (including, without limitation, Acura Pharmaceutical Technologies, Inc. and Axiom Pharmaceutical Corporation); or (ivg) any Any other circumstance (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company Grantor, any Guarantor, any borrower, any Secured Creditor or any Grantor other secured creditor (irrespective of such creditor being subordinated whether in priority of its liens on or Guarantor security interest in respect collateral, in right of the agreements contained in this Article. (b) The agreements contained in this Article payment or otherwise). This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof Obligation is rescinded or must otherwise be returned by any Secured Party Creditor upon the insolvency, bankruptcy or reorganization initiation of any Intercompany Obligor Bankruptcy Proceedings against any Grantor, or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Articleholders of Senior Indebtedness, and all agreements and obligations of the Company and each other Grantor or Guarantor Holder under this ArticleARTICLE IX, shall remain in full force and effect irrespective of: (ia) any lack of validity amendment, extension, renewal, compromise, discharge, acceleration or enforceability other change in the time for payment or the terms of the Credit AgreementSenior Indebtedness or any part thereof; (iib) any change taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of any Senior Indebtedness or any guarantee thereof; (c) the application of security and directing the order or manner of sale thereof as the holders of any Senior Indebtedness in their sole discretion may determine; (d) the time, manner release or place substitution of payment one or more of any endorsers or other guarantors of any of any Senior Indebtedness; (e) the taking of, or failure to take any action which might in any other term of, all manner or to any of extent vary the Obligations, or any other amendment or waiver of or consent to departure from the Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or risks of the Company or any Grantor or Guarantor in respect which, but for this Section 9.11 might operate as a discharge of the agreements contained in this Article.Company; (bf) The agreements contained any right to proceed against the Company, proceed against or exhaust any security for any Senior Indebtedness, or pursue any other remedy in this Article the power of any holder or Senior Indebtedness, whatsoever; (g) any benefit of and any right to participate in any security now or hereafter held by any holder of Senior Indebtedness, and (h) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This ARTICLE IX shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or any part thereof Senior Indebtedness is rescinded or must otherwise be returned by any Secured Party holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor the Company or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Senior Secured Parties under this Articlehereunder, and all agreements and obligations of the Company Subordinated Creditor and each other Grantor or Guarantor under this ArticleCompanies hereunder, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any document evidencing any of the Credit AgreementSenior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or consent to departure from the Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guaranteeof the Senior Debt Documents; (c) any exchange, in respect subordination, release or non-perfection of any collateral for all or any of the Obligations; orSenior Debt; (ivd) 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 Senior Debt Document other than this Agreement; (e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Companies and the Subordinated Creditor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (f) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor Companies in respect of the agreements contained Senior Debt or the Subordinated Creditor in respect of this Article. (b) Agreement. The agreements contained Subordinated Creditor acknowledges and agrees that Senior Secured Parties may in this Article shall continue to be effective or be reinstated, as accordance with the case may be, if at any time any payment terms of the Obligations Senior Debt Documents, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Subordinated Creditor's obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (i) renewamend, compromiserestate, extendamended and restate, increase, accelerate supplement or otherwise change modify the time Senior Debt Documents in any manner whatsoever; (ii) take or hold security for the payment ofof the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or otherwise change the terms ofmanner of sale thereof as Agent and Senior Lenders in their sole discretion, the Obligations may determine; (iv) release and substitute one or any part thereof more endorsers, warrantors, borrowers or other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor 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 govern the relative rights of Senior Secured Parties and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed.

Obligations Hereunder Not Affected. (a) All rights and interests of the Administrative Agent and the Secured Parties under this Articlehereunder, and all agreements and obligations of the Company each Subordinated Creditor and each other Grantor or Guarantor Obligor under this ArticleIntercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity amendment, extension, renewal, compromise, discharge, acceleration or enforceability other change in the time for payment or the terms of the Credit AgreementObligations or any part thereof; (ii) any change in the timetaking, manner holding, exchange, enforcement, waiver, release, failure to perfect, sell or place otherwise dispose of any security for payment of, or in of any other term of, all Guaranty or any of the Obligations, or any other amendment or waiver of or consent to departure from the Credit Agreement; (iii) any exchange, the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Secured Parties in their sole discretion may determine; (iv) the release or nonperfection substitution of one or more of any security interest in any Collateral, endorsers or any release or amendment or waiver other guarantors of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or; (ivv) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8 might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other circumstance defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that might otherwise constitute a defense available tosuch Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or a discharge ofpursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any 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 other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article 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 Obligations or any part thereof is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this ArticleSenior Lenders and Agent hereunder, and all agreements and obligations of the Company Subordinated Creditor and each other Grantor or Guarantor under this ArticleCompanies hereunder, shall remain in full force and effect irrespective of: of (ia) any lack of validity or enforceability of any document evidencing any of the Credit Agreement; Senior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or consent to departure from the Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guaranteeof the Senior Debt Documents; any exchange, in respect release or non-perfection of any collateral for all or any of the ObligationsSenior Debt; or (ivc) any failure of any Senior Lender or 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; (d) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Companies and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (e) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor Companies in respect of the agreements contained Senior Debt or Subordinated Creditor in respect of this Article. (b) The agreements contained Agreement. Subordinated Creditor acknowledges and agrees that Senior Lenders and Agent may in this Article shall continue to be effective or be reinstated, as accordance with the case may be, if at any time any payment terms of the Obligations Senior Debt Documents, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Subordinated Creditor's obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (i) renewmodify the Senior Debt Documents at any time without notice to or the consent of Subordinated Creditor; (ii) take or hold security for the payment of the Senior Debt and exchange, compromiseenforce, extendforeclose upon, increasewaive 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, accelerate may determine; (iv) release and substitute one or otherwise change the time for payment ofmore endorsers, warrantors, borrowers or otherwise change the terms of, the Obligations or any part thereof other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor 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 govern the relative rights and priorities of Agent and Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed. ​ ​

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the any Credit Agreement; (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 consent to departure from the any Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Secured Parties under this ArticleBarclays hereunder, and all agreements and obligations of the Subordinated Investor and the Company and each other Grantor or Guarantor under this Articlehereunder, shall remain in full force and effect effect, irrespective of: (ia) any lack of validity or enforceability of the Credit Agreementany document evidencing Senior Obligations; (iib) any change in the time, manner or place of payment of, the amount 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 Credit Agreement; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all the Senior Obligation Documents; (c) any failure of Barclays to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any other Senior Obligation Document other than this Agreement; (d) any reduction, limitation, impairment or termination of the Senior Obligations for any reason (other than the defense of payment in full of the Senior Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Company and the Subordinated Investor hereby waive any right to or claim of) any defense (other than the defense of payment in full of the Senior Obligations) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Obligations; orand (ive) any other circumstance that which might otherwise constitute a defense (other than the defense of payment in full of the Senior Obligations) available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained Senior Obligations or the Subordinated Investor in respect of this Article. (b) Agreement. The agreements contained in this Article shall continue Subordinated Investor acknowledges and agrees that Barclays may, solely to be effective or be reinstated, as the case may be, if at any time any payment extent permitted by the terms of the Obligations Affinity Agreement, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon demand to the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company Subordinated Investor and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Subordinated Investor’s obligations of the Company or such Grantor or Guarantor hereunder, hereunder from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, of or otherwise change the terms of, of the Senior Obligations or any part thereof; including, without limitation, to increase or decrease the rate of interest thereon or the amount of Pre-Purchased Miles constituting the Facility thereof; (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 Barclays in its sole discretion, may determine; and (iiiv) exercise or refrain from exercising any rights against any Intercompany Obligor the Company or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Administrative Agent and the other Secured Parties under this ArticleParties, and all agreements and obligations of the Company each Subordinated Creditor and each other Grantor or Guarantor Obligor under this ArticleIntercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity amendment, extension, renewal, compromise, discharge, acceleration or enforceability other change in the time for payment or the terms of the Credit AgreementObligations or any part thereof; (ii) any change in the timetaking, manner holding, exchange, enforcement, waiver, release, failure to perfect, sell or place otherwise dispose of any security for payment of, or in of any other term of, all Guaranty or any of the Obligations, or any other amendment or waiver of or consent to departure from the Credit Agreement; (iii) any exchange, the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Secured Parties in their sole discretion may determine; (iv) the release or nonperfection substitution of one or more of any security interest in any Collateral, endorsers or any release or amendment or waiver other guarantors of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or; (ivv) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Obligor or which, but for this Section 8 might operate as a discharge of such Obligor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other circumstance defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that might otherwise constitute a defense available tosuch Obligor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Obligor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for any Obligations, or a discharge ofpursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any 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 other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article 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 Obligations or any part thereof is rescinded rescinded, avoided, or must otherwise be returned by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. This Intercompany Subordination Agreement shall remain in full force and effect following the commencement of any Reorganization Proceeding. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Agent, the Lenders and the other Secured Parties under this Articlehereunder, and all agreements and obligations of the Company each Subordinated Creditor and each other Grantor or Guarantor Obligor under this ArticleIntercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity amendment, extension, renewal, compromise, discharge, acceleration or enforceability other change in the time for payment or the terms of the Credit AgreementSenior Indebtedness or any part thereof; (ii) any change in taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the time, manner or place of payment of, or in any other term of, all Guaranty or any of the Obligations, or any other amendment or waiver of or consent to departure from the Credit AgreementSenior Indebtedness; (iii) any exchange, release the application of security and directing the order or nonperfection manner of any security interest sale thereof as the Agent and the other Secured Parties in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; ortheir sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Indebtedness; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other circumstance Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that might otherwise constitute a defense available tosuch Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or a discharge ofpursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any 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 other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article 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 Obligations or any part thereof Senior Indebtedness is rescinded or must otherwise be returned by the Agent or any Lender or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of Requisite Lenders and the Secured Parties under this ArticleLenders hereunder, and all agreements and obligations of the Company Subordinated Creditors and each other Grantor or Guarantor under this Articlethe 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 Credit AgreementObligations; (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 departure from any of the Credit Agreementdocuments evidencing or relating to the Obligations; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guaranteeguaranty or Credit Document, in respect of for all or any of the Obligations; or; (iv) any failure of Requisite Lenders 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, the Credit Agreement or any other Credit Document; (v) any reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each of the 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, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations; and (vi) any other circumstance that which might otherwise constitute a defense (other than the defense of a Discharge of Obligations) available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor Subordinated Debtors in respect of the agreements contained Obligations or the Subordinated Creditors in respect of this ArticleAgreement. (b) The agreements contained in this Article 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 Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party Lender upon the insolvency, bankruptcy any Insolvency or reorganization Liquidation Proceeding of any Intercompany Obligor Subordinated Debtor or otherwise, all as though such payment had not been made. (c) The Company . Each Subordinated Creditor acknowledges and each Grantor and Guarantor hereby agree agrees that the Secured Parties mayRequisite Lenders or any Lender may in accordance with the terms of the Credit Documents, to the extent permitted by applicable law without notice or demand and without affecting or impairing any of the such Subordinated Creditor’s obligations of the Company or such Grantor or Guarantor 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, 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 Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor Subordinated Debtor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this ArticleBanks and the Agents hereunder, and all agreements and obligations of the Company Subordinated Creditors and each other Grantor or Guarantor the Borrower under this ArticleAgreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Credit AgreementLoan Documents; (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 departure from the Credit AgreementLoan Documents; (iii) any exchange, release or nonperfection non-perfection of any security interest in any Collateralcollateral, or any release or amendment or waiver of or consent to departure from any Guaranteeguaranty, in respect of for all or any of the Obligations; or (iv) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor the Borrower in respect of any of the Obligations or any of the Company or any Grantor or Guarantor Subordinated Creditors in respect of the agreements contained in this Article. (b) The agreements contained in this Article Agreement. 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 Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party Agent or Bank upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor the Borrower or otherwise, all as though such payment had not been made. (c) . The Company Subordinated Creditors authorize the Agents and each Grantor the Banks, without notice or demand and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Subordinated Creditors' obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (ia) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms ofof any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or any part manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (iie) exercise or refrain from exercising any rights against any Intercompany Obligor the Borrower or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this ArticleSenior Creditors hereunder, and all agreements and obligations of the Company and each other Grantor or Guarantor under this ArticleSubordinated Creditors hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Credit Agreementany Support Document or Secured Instrument; (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 Credit Agreement or any other Senior Creditor Document (other than this Agreement); (iii) any exchange, release or nonperfection of any security interest in any Collateralcollateral, or any release or amendment or waiver of or consent to departure from any Guaranteeguarantee, in respect of all or any of the Senior Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor Borrower Company in respect of its Senior Obligations or of the Company or any Grantor or Guarantor Subordinated Creditor in respect of the agreements contained in this ArticleAgreement. (b) The agreements contained in this Article 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 any Secured Party Senior Creditor upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor Borrower Company or otherwise, all as though such payment had not been made. (c) The Company Each Subordinated Creditor hereby authorizes the Senior Creditors, without notice or demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor Subordinated Creditor hereunder, from time to time to 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 Intercompany Obligor Subordinated Creditor, any Borrower Company or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests No right of the Secured Parties under this ArticleLenders, and all agreements and obligations the Agent, for the benefit of the Company Lenders, the Senior Creditors or the Representatives, to enforce the subordination provisions provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or by any act or any failure to act, in good faith, by the Agent, any such Lender, any Senior Creditor or any Representative or by any noncompliance by the Borrower with the terms, provisions and each other Grantor covenants of this Agreement. (b) Without in any way limiting the generality of the foregoing paragraph, the Lenders, the Agent, the Senior Creditors and the Representatives may, at any time and from time to time, without the consent of or Guarantor under notice to the Subordinated Creditor, without incurring responsibility to the Subordinated Creditor and without impairing or releasing the subordination provided in this ArticleAgreement or the obligations hereunder of the Subordinated Creditor to the Lenders or the Senior Creditors, shall remain in full force and effect irrespective of: do any one or more of the following: (i) any lack change the manner, place or terms of validity payment or enforceability of extend the Credit Agreement; (ii) any change in the time, manner or place time of payment of, or in any other term ofrenew or alter, all or any of the Obligations, or otherwise amend or modify in any other amendment or waiver of or consent to departure from manner the Credit Agreement; Agreements, the Notes or the Senior Debt Documents; (ii) permit the Borrower to borrow, repay and then reborrow any or all of the Obligations; (iii) any sell, exchange, release or nonperfection of otherwise deal with any security interest in any Collateralproperty pledged, mortgaged or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of otherwise securing the Obligations; or (iv) release any other circumstance that might otherwise constitute a defense available to, or a discharge of, Person liable in any Intercompany Obligor in respect manner for the collection of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. Obligations; (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor or the Borrower and any other Person; or (vi) apply any sums received by them to the Obligations.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Secured Parties under this ArticleSenior Creditors and the Senior Agent hereunder, and all agreements and obligations of the Company Subordinated Creditor, and each Obligor and each other Grantor or Guarantor under this ArticleSenior Obligor, shall (subject in any case to Sections 3(a) and 3(b)) remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Senior Debt Documents or any Subordinated Debt Documents, or any lack of perfection of any Lien held by the Credit AgreementSenior Agent or the Subordinated Creditor; (ii) Except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Obligations or Subordinated Debt, or any other amendment or waiver or modification of the terms of any Senior Debt Document or consent to departure from the Credit AgreementSubordinated Debt Document; (iii) except as otherwise expressly set forth in this Agreement, any exchange, release or nonperfection exchange of any security interest in any CollateralCollateral or any other collateral, or any release amendment, waiver or amendment other modification, whether in writing or waiver by course of conduct or consent to departure from any Guaranteeotherwise, in respect of all or any of the Obligations; orSenior Obligations or Subordinated Debt or any guarantee thereof; (iv) any failure of any Senior Creditor or the Senior Agent 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 Debt Document; (v) any reduction, limitation, impairment or termination of the Senior Obligations for any reason (other than the defense of payment in full of the Senior Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Obligor and Senior Obligor and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of payment in full of the Senior Obligations) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Obligations; (vi) the commencement of any Insolvency or Liquidation Proceeding in respect of any Obligor or Senior Obligor; and (vii) any other circumstance that which might otherwise constitute a defense (other than the defense of payment in full of the Senior Obligations) available to, or a discharge of, any Intercompany Obligor or Senior Obligor or the Subordinated Creditor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article Agreement. 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 any Secured Party Senior Creditor or the Senior Agent upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or Senior Obligor or otherwise, all as though such payment had not been made. (c) . The Company Subordinated Creditor acknowledges and each Grantor and Guarantor hereby agree agrees that the Secured Parties maySenior Creditors and the Senior Agent may in accordance with the terms of the Senior Credit Agreement, without notice or demand and without affecting or impairing any of the Subordinated Creditors’ obligations of the Company or such Grantor or Guarantor hereunder, but subject to Sections 3(a) and 3(b), 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, of the Senior 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 Senior Obligations and exchange, enforce, foreclose upon, waive and release any such security; (iii) subject to compliance with applicable laws, apply such security and direct the order or manner of sale thereof as the Senior Agent and the Senior Creditors in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor or Senior Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Secured Parties under this ArticleSenior Agent and Senior Lenders hereunder, and all agreements agreements, obligations and obligations of the provisions binding upon each Company Stockholder and each other Grantor or Guarantor under this ArticleParent hereunder, shall remain in full force and effect irrespective of: : (i1) any lack of validity or enforceability of any document evidencing any of the Credit Agreement; Senior Debt; (ii2) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Credit Agreement; Senior Debt Documents; (iii3) any exchange, release or nonperfection non-perfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of collateral for all or any of the ObligationsSenior Debt; or (iv4) any failure 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; (5) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Parent and each Company Stockholder hereby waives and any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (6) any other circumstance that circumstance, whether similar or dissimilar which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of Parent, the Company Company, the Borrower or any Grantor or Guarantor of their Subsidiaries in respect of the agreements contained Senior Debt or any Company Stockholder in respect of this Article. (b) Section 7.2(g). The agreements contained Senior Lenders and Senior Agent may in this Article shall continue to be effective or be reinstated, as accordance with the case may be, if at any time any payment terms of the Obligations Senior Debt Documents, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Person’s obligations of the Company or such Grantor or Guarantor 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, of the Obligations 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 Senior Lenders in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (iiv) exercise or refrain from exercising any rights against Parent, the Company, Borrower, any Intercompany Obligor of their Subsidiaries or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Senior Secured Parties under this Articleand Agent hereunder, and all agreements and obligations of each Subordinated Lender and the Company and each other Grantor or Guarantor under this Articlehereunder, shall remain in full force and effect irrespective of: : (ia) any lack of validity or enforceability of any document evidencing any of the Credit Agreement; Senior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any release or consent to departure from any of the Credit Agreement; Senior Debt Documents; (iiic) any exchange, release or nonperfection non-perfection of any security interest in any Collateral, collateral or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of guaranty for all or any of the ObligationsSenior Debt; or (ivd) any failure of any Senior Secured Party or Agent to assert any claim or to enforce any right or remedy against any party under the provisions of this Agreement or any Senior Debt Document; (e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Parent, each Loan Party and each Subordinated Lender hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affect, any Senior Debt; and (f) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor Loan Party in respect of the agreements contained Senior Debt or any Subordinated Lender in respect of this Article. (b) The agreements contained Agreement. Each Subordinated Lender acknowledges and agrees that Senior Secured Parties and Agent may, in this Article shall continue to be effective or be reinstated, as accordance with the case may be, if at any time any payment terms of the Obligations Senior Debt Documents, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the such Subordinated Lender’s obligations of the Company or such Grantor or Guarantor 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, of the Obligations 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 Agent and Senior Secured Parties in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor the Company or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Agents, the Lenders and the other Secured Parties under this Articlehereunder, and all agreements and obligations of the Company each Subordinated Creditor and each other Grantor or Guarantor Obligor under this ArticleIntercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity amendment, extension, renewal, compromise, discharge, acceleration or enforceability other change in the time for payment or the terms of the Credit AgreementSenior Indebtedness or any part thereof; (ii) any change in taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the time, manner or place of payment of, or in any other term of, all Guaranty or any of the Obligations, or any other amendment or waiver of or consent to departure from the Credit AgreementSenior Indebtedness; (iii) any exchange, release the application of security and directing the order or nonperfection manner of any security interest sale thereof as the Agents and the other Secured Parties in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; ortheir sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Indebtedness; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other circumstance Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that might otherwise constitute a defense available tosuch Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or a discharge ofpursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any 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 other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article 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 Obligations or any part thereof Senior Indebtedness is rescinded or must otherwise be returned by any Agent or any Lender or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Secured Parties under this ArticleSenior Lender hereunder, and all agreements and obligations of the Company Subordinated Creditors and each other Grantor or Guarantor under this ArticleCredit 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 Credit AgreementSenior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Credit AgreementSenior Debt Documents; (iiic) any exchange, release or nonperfection non-perfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of collateral for all or any of the Obligations; orSenior Debt; (ivd) any failure of Senior Lender 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, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Credit Parties and Subordinated Creditors hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (f) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations Credit Parties (other than payment or of the Company or any Grantor or Guarantor performance) in respect of the agreements contained Senior Debt or any Subordinated Creditor in respect of this Article. (b) The agreements contained Agreement. Each Subordinated Creditor acknowledges and agrees that each Senior Lender may in this Article shall continue to be effective or be reinstated, as accordance with the case may be, if at any time any payment terms of the Obligations Senior Debt Documents, without notice or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the Subordinated Creditor's obligations of the Company or such Grantor or Guarantor 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, of the Obligations 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 Lender in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor Credit Party or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests interest of the Senior Secured Parties under this Articlehereunder, and all agreements and obligations of the Company Subordinated Parties and each other Grantor or Guarantor under this ArticleCredit 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 Credit AgreementSenior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Credit AgreementSenior Debt Documents; (iiic) any exchange, release or nonperfection non-perfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of collateral for all or any of the Obligations; orSenior Debt; (ivd) 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 Senior Debt Document other than this Agreement; (e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or 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 invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (f) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor Credit Parties in respect of the agreements contained Senior Debt or the Subordinated Parties in respect of this Article. (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Agreement. Each Subordinated Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company acknowledges and each Grantor and Guarantor hereby agree 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 of the Subordinated Party’s obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (i) renewmodify the Senior Debt Documents to the extent permitted pursuant to Section 3.1; (ii) take or hold security for the payment of the Senior Debt and exchange, compromiseenforce, extendforeclose upon, increasewaive 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, accelerate may determine; (iv) release and substitute one or otherwise change the time for payment ofmore endorsers, warrantors, borrowers or otherwise change the terms of, the Obligations or any part thereof other obligors; and (iiv) exercise or refrain from exercising any rights against any Intercompany Obligor 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 govern the relative rights and priorities of Senior Secured Parties and the Subordinated Parties even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or 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 Secured Parties in order for the Subordinated Parties to perfect their continuing security interest in such Collateral.

Obligations Hereunder Not Affected. (a) All rights Except as otherwise provided in this Agreement, all rights, interests, agreements and interests obligations of the Secured Parties under Creditors hereunder, in respect of each other or in respect of the other parties to this ArticleAgreement, and all agreements and obligations of the Company and each other Grantor or Guarantor Junior Secured Parties in respect of the respective Senior Secured Parties under this Article, Agreement shall remain in full force and effect irrespective of: (ia) any Any lack of validity or enforceability of the Credit Agreementany Financing Document, any Security Document or any other agreement or instrument relating thereto; (iib) any 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 ObligationsObligations secured or guaranteed by the Security Documents, or any other extension, renewal, supplement, amendment or waiver other modification, waiver, refinancing or restructuring of or any consent to departure from, or any act, omission or default under, this Agreement, the Security Documents, or any other Financing Document (including, without limitation, any increase in such Obligations resulting from the Credit Agreementextension of additional credit to, or the issuance of additional debt or equity instruments by, the Company or any of its Subsidiaries or otherwise, but excluding, in any event, any such increase in the Company's Obligations to any one or more Secured Creditors to the extent that, after giving effect thereto and to any reductions associated or occurring substantially concurrently with such increase, the aggregate amount of the Company's Obligations to such Secured Creditors would exceed the aggregate amount of such Obligations to such Secured Creditors stated to be subject to the priorities of Section 2 hereof); (iiic) any Any taking, exchange, surrender, release or nonperfection non-perfection of any lien or security interest in any the Collateral, or any release other collateral, or any taking, release, supplement, amendment or other modification or waiver of or consent to departure from any GuaranteeGuaranty, in respect of or any other guaranty, for all or any of the Obligations, or any settlement or compromise of any of such Obligations; (d) Any manner of application of the Collateral, or any other collateral, or proceeds thereof, to all or any of the Obligations of the Company secured or guaranteed by the Security Documents, or any manner of sale or other disposition of any Collateral or such other collateral or any other assets of the Company; (e) Any exercise or failure to exercise any rights by or against any Secured Creditor; (f) Any change, restructuring or termination of the corporate structure of the Company or any of its Subsidiaries (including, without limitation, Houba, Inc. and Axiom Pharmaceutical Corporation); or (ivg) any Any other circumstance (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company Grantor, any Guarantor, any borrower, any Secured Creditor or any Grantor other secured creditor (irrespective of such creditor being subordinated whether in priority of its liens on or Guarantor security interest in respect collateral, in right of the agreements contained in this Article. (b) The agreements contained in this Article payment or otherwise). This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof Obligation is rescinded or must otherwise be returned by any Secured Party Creditor upon the insolvency, bankruptcy or reorganization initiation of any Intercompany Obligor Bankruptcy Proceedings against any Grantor, or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Credit Agreementany Noteholder Document or any Designated Pari Passu Obligations Governing Document; (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 consent to departure from the Credit Agreementany Noteholder Document or any Designated Pari Passu Obligations Governing Document; (iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article. (b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made. (c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor 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 Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Secured Parties under this ArticleSenior Creditors hereunder, and all agreements and obligations of the Company and each other Grantor or Guarantor under this ArticleSponsor hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Credit Agreementany 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 Credit Agreementany Loan Document; (iii) any exchange, release or nonperfection of any security interest in or Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Senior Obligations; or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor the Borrower in respect of its Senior Obligations or of the Company or any Grantor or Guarantor Sponsor in respect of the agreements contained in this ArticleAgreement. (b) The agreements contained in this Article 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 any Secured Party Senior Creditor upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor the Borrower or otherwise, all as though such payment had not been made. (c) The Company Sponsor hereby authorizes the Senior Creditors, without notice or demand and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor Sponsor 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 Intercompany Obligor the Sponsor, the Borrower or any other Person.