Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a Senior Debt Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or 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continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor or any Representative upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loan; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loan or any other assets of the any Senior Debtor or Mezzanine Borrower or any other Affiliates of its Subsidiariesany Senior Debtor; (viv) any change, restructuring or termination of the corporate structure or existence of the Borrowerany Senior Debtor or Mezzanine Borrower or any other Affiliates of any Senior Debtor; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Senior Debtor, Mezzanine Borrower or a subordinated creditor. creditor or a senior creditor subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor or any Representative Lender upon the insolvency, bankruptcy or reorganization of any Senior Debtor or otherwise, or if at any time any payment of all or any portion of the Mezzanine Loan is rescinded or must otherwise be returned by Mezzanine Lender upon insolvency, bankruptcy or reorganization of Mezzanine Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loan; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loan or any other assets of the Borrower or Mezzanine Borrower or any other Affiliates of its SubsidiariesBorrower; (viv) any change, restructuring or termination of the corporate structure or existence of the Borrower or Mezzanine Borrower or any other Affiliates of Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, Mezzanine Borrower or a subordinated creditor. creditor or a Senior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Lenders and the Representatives Administrative Agent hereunder, and all agreements and obligations of the Subordinated Creditor Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing Senior Debt Document or any other agreement or instrument relating theretoIndebtedness; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note any of the documents evidencing or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit relating to the Borrower or otherwiseSenior Indebtedness; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the ObligationsSenior Indebtedness; (ivd) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition failure of any collateral for all Lender or the Administrative Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Subordination Agreement, the Obligations Credit Agreement or any other assets of the Borrower or any of its SubsidiariesLoan Document other than this Subordination Agreement; (ve) any changereduction, restructuring limitation, impairment or termination of the corporate structure or existence Senior Indebtedness for any reason (other than the defense of payment in full of the BorrowerSenior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Borrower and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of payment in full of the Senior Indebtedness) 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 Indebtedness; orand (vif) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, the Borrower in respect of the Senior Indebtedness or a subordinated creditorthe Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as any Lender or the Administrative Agent for the Lenders, any Lender, any Senior Creditor or any Representative upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders and the Administrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against the Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor and the Borrower under this AgreementObligors hereunder, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing any of the Senior Debt Document or any other agreement or instrument relating theretoDebt; (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 amendment, restatement or waiver of or any release or consent to any departure from a Credit Agreement, a Note or a any of the Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwiseDocuments; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, Collateral for all or any of the ObligationsSenior Debt; (ivd) any manner failure of application any Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of collateral, or proceeds thereof, to all this Agreement or any of the Obligations, or any manner of sale or Senior Debt Document other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its Subsidiariesthan this Agreement; (ve) any changereduction, restructuring limitation, impairment or termination of the corporate structure Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and the Obligors and the Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, inauthenticity, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt, other than the Payment in Full of the BorrowerSenior Debt; orand (vif) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Obligors in respect of the Senior Debt or a subordinated creditorany Subordinated Creditor in respect of this Agreement. This Subordinated Creditor acknowledges and agrees that each Senior Creditor may in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing any Subordinated Creditor’s obligations hereunder: (i) modify or restate the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Senior Creditors in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Obligor or any other Person. All of the Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to be effective or be reinstated, as govern the case may be, if at any time any payment of any relative rights and priorities of the Obligations is rescinded Senior Creditors and the Subordinated Creditor even if all or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor or any Representative upon the insolvency, bankruptcy or reorganization part of the Borrower Senior Debt or otherwisethe Liens securing the Senior Debt are subordinated, all as though such payment had not been madeset aside, voided, avoided, unperfected, invalidated or disallowed.

Obligations Hereunder Not Affected. All To the maximum extent permitted by applicable law, all rights and interest interests of Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives Lenders hereunder, and all agreements and obligations of the each Subordinated Creditor and the Borrower each Debtor under this Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a the Credit Agreement, a Notethe Notes, a Senior Debt Document or any other Loan Document, or any 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 Obligations, or any other amendment or waiver of or any consent to any or departure from a the Credit Agreement, a Note the Notes or a Senior Debt any other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iiic) any enforcement of any Loan Document, including the taking, exchange, release holding or non-perfection sale of any other collateralproperty or interests in property, now owned or hereafter acquired by the Parent, the US Borrower, or any takingof their respective Subsidiaries, release or amendment or waiver of or consent to departure from any guaranty, for all the Guarantors or any of the Obligationstheir Subsidiaries in or upon which a Lien is granted or purported to be granted, if any, or any termination or release of same; (ivd) any manner refusal of application of collateralpayment by the Administrative Agent or any Lender, in whole or proceeds thereofin part, to all or from any obligor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any manner reservation of sale or other disposition of rights against, any collateral for all or any of the Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of the BorrowerSubordinated Creditor; or (vie) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower a Debtor or a subordinated creditor. Subordinated Creditor or third party guarantor or surety. (f) 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 Obligations is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the LendersAdministrative Agent, any Lender, any Senior Creditor Lender or any Representative other Person upon the insolvency, bankruptcy or reorganization of the Borrower a Debtor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest interests of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Agents and the Representatives Lenders hereunder, and all agreements and obligations of the each Subordinated Creditor and the Borrower each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Indebtedness or any other agreement or instrument relating theretopart 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 any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwiseIndebtedness; (iii) any taking, exchange, release the application of security and directing the order or non-perfection manner of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of sale thereof as the ObligationsAgents and the Lenders in their sole discretion may determine; (iv) the release or substitution of one or more of any manner endorsers or other guarantors of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its SubsidiariesSenior Indebtedness; (v) the taking of, or failure to take any changeaction which might in any manner or to any extent vary the risks of any Guarantor or which, restructuring or termination but for this Section 8, might operate as a discharge of the corporate structure or existence of the Borrower; orsuch Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other circumstance which might otherwise constitute 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 available tobased on any claim that such 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 Borrower fullest extent permitted by law, any and all other defenses or a subordinated creditorbenefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany 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 Senior Indebtedness is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as any Agent for the Lenders, any Lender, any Senior Creditor or any Representative Lender upon the insolvency, bankruptcy or reorganization of the Borrower any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower each Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loans; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loans or any other assets of Borrower, the Borrower Mezzanine Borrowers or any other Affiliates of its SubsidiariesBorrower; (viv) any change, restructuring or termination of the corporate structure or existence of Borrower, the Mezzanine Borrowers or any other Affiliates of Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, the Borrower Mezzanine Borrowers or a subordinated creditor. creditor or a Senior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or a Mezzanine Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative a Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the Borrower, a Mezzanine Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives Lenders hereunder, and all agreements and obligations of the Subordinated Creditor and the Borrower under this AgreementCreditors hereunder, shall remain in full force and effect irrespective of: (i) : any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing Senior Debt Document or any other agreement or instrument relating thereto; (ii) Indebtedness; any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note any of the documents evidencing or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit relating to the Borrower or otherwise; (iii) Senior Indebtedness; any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the Obligations; (iv) Senior Indebtedness; any manner of application of collateral, or proceeds thereof, to all or any failure of the Obligations, Lender to assert any claim or to enforce any manner of sale right or remedy against any other disposition party hereto under the provisions of any collateral for all or Loan Document; any of the Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) any changereduction, restructuring limitation, impairment or termination of the corporate structure or existence Senior Indebtedness for any reason (other than payment in full of the BorrowerSenior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and any defense (other than the defense of payment in full of the Senior Indebtedness) 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 Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); or (vi) and any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, any Obligor in respect of the Borrower Senior Indebtedness or a subordinated creditorthe Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor or any Representative a Lender upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of the Borrower any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Majority Lenders, in their sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest interests of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Agents and the Representatives Secured Parties hereunder, and all agreements and obligations of the each Subordinated Creditor and the Borrower each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any lack amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of validity or enforceability of a Credit Agreement, a Note, a Senior Debt Document the Obligations or any other agreement or instrument relating theretopart thereof; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iiib) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of any Guarantee (as defined in each Credit Facility) or any Obligations; (c) the application of security and directing the order or manner of sale thereof as the Applicable Representative and the Secured Parties in their sole discretion may determine; (d) the release or non-perfection substitution of one or more of any endorsers or other collateral, or any taking, release or amendment or waiver guarantors of or consent to departure from any guaranty, for all or any of the Obligations; (ive) 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 might operate as a discharge of such Guarantor; (f) any manner defense arising by reason of application any disability, change in corporate existence or structure or other defense of collateralany Obligor, any other Guarantor or proceeds thereofa Subordinated Creditor, to all 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; (g) any defense based on any claim that such 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; (h) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (i) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any manner of sale or other disposition remedy in the power of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its SubsidiariesSecured Party, whatsoever; (vj) any changebenefit of and any right to participate in any security now or hereafter held by any Secured Party, restructuring or termination of the corporate structure or existence of the Borrower; orand (vik) any other circumstance which might otherwise constitute a defense available to, or a discharge of, to the Borrower or 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 Obligations is rescinded or must otherwise be returned fullest extent permitted by Xxxxxx Commercial Paper Inc., as Agent for the Lenderslaw, any Lender, any Senior Creditor and all other defenses or any Representative upon benefits that may be derived from or afforded by applicable law limiting the insolvency, bankruptcy liability of or reorganization of the Borrower exonerating guarantors or otherwise, all as though such payment had not been madesureties.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor and the Borrower under this AgreementCreditors hereunder, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing Senior Debt Document or any other agreement or instrument relating theretoIndebtedness; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note any of the documents evidencing or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit relating to the Borrower or otherwiseSenior Indebtedness; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, guaranty for all or any of the ObligationsSenior Indebtedness; (ivd) any manner failure of application the Trustee, on behalf of collateral, or proceeds thereofthe Holders, to all assert any claim or to enforce any right or remedy against any other party hereto under the provisions of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its SubsidiariesIndenture; (ve) any changereduction, restructuring limitation, impairment or termination of the corporate structure or existence Senior Indebtedness for any reason (other than payment in full of the BorrowerSenior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and any defense (other than the defense of payment in full of the Senior Indebtedness) 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 Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); orand (vif) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, any Obligor in respect of the Borrower Senior Indebtedness or a subordinated creditorthe Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Trustee or a holder of Senior Creditor or any Representative Indebtedness upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of the Borrower any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Subordinated Creditors’ obligations hereunder will not be impaired by any amendment or waiver of the terms of the Senior Indebtedness made pursuant to the terms of the Indenture.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower each Junior Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (ib) any lack of validity or enforceability of a Credit Agreement, a Note, a any of the Senior Debt Document Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Junior Loans; (ivd) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Junior Loans or any other assets of the Senior Borrower or Junior Borrowers or any other Affiliates of Senior Borrower or any of its SubsidiariesJunior Borrower; (ve) any change, restructuring or termination of the corporate ownership structure or existence of the Borrower, Junior Borrowers or any other Affiliates of Senior Borrower; or (vif) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Senior Borrower, any Junior Borrower or a subordinated creditor. creditor or Senior Lender or any Junior Lender subject to the terms hereof. (g) 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 Obligations Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative a Junior Lender upon the insolvency, bankruptcy or reorganization of the Senior Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Administrative Agent, the other Guaranteed Parties, each Subordinated Creditor and the Borrower each Obligor under this Agreement, shall remain in full force and effect irrespective of: (i) any lack amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Obligations or any other agreement or instrument relating theretopart 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 Senior Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release the application of security and directing the order or non-perfection manner of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of sale thereof as the ObligationsAdministrative Agent and the Guaranteed Parties in their sole discretion may determine; (iv) the release or substitution of one or more of any manner endorsers or other guarantors of application of collateral, or proceeds thereof, to all or any of the Senior Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) the taking of, or failure to take any changeaction which might in any manner or to any extent vary the risks of any Guarantor or which, restructuring or termination but for this Section 9 might operate as a discharge of the corporate structure or existence of the Borrower; orsuch Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other circumstance which might otherwise constitute defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense available tobased on any claim that such 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 Senior Obligations, or a discharge ofpursue any other remedy in the power of any Guaranteed Party, whatsoever; (x) the Borrower occurrence of any Insolvency or a subordinated creditorLiquidation Proceeding; (xi) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party, and (xii) 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 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 is rescinded rescinded, avoided, or must otherwise be returned by Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, any Lender, any Senior Creditor or any Representative Guaranteed Party upon the insolvency, bankruptcy or reorganization of the Borrower any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower each Junior Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a any of the Senior Debt Document Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Junior Loans; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Junior Loans or any other assets of the Senior Borrower or Junior Borrowers or any other Affiliates of Senior Borrower or any of its SubsidiariesJunior Borrower; (viv) any change, restructuring or termination of the corporate ownership structure or existence of the Senior Borrower, Junior Borrowers or any other Affiliates of Senior Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Senior Borrower, any Junior Borrower or a subordinated creditor. creditor or Senior Lender or any Junior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative a Junior Lender upon the insolvency, bankruptcy or reorganization of the Senior Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Secured Parties and the Representatives Administrative Agent hereunder, and all agreements and obligations of the Subordinated Creditor and the Borrower under this AgreementDebtor hereunder, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing Senior Debt Document or any other agreement or instrument relating theretoIndebtedness; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note any of the documents evidencing or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit relating to the Borrower or otherwiseSenior Indebtedness; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the ObligationsSenior Indebtedness; (ivd) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition failure of any collateral for all Secured Party or the Administrative Agent to assert any of claim or to enforce any right or remedy against any other party hereto under these provisions, the Obligations Credit Agreement or any other assets of the Borrower or any of its SubsidiariesLoan Document; (ve) any changereduction, restructuring limitation, impairment or termination of the corporate structure or existence Senior Indebtedness for any reason (other than the defense of payment in full of the BorrowerSenior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Debtor and the Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of payment in full of the Senior Indebtedness) 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 Indebtedness; orand 159 (vif) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, the Borrower Debtor in respect of the Senior Indebtedness or a subordinated creditorthe Subordinated Creditor in respect of these provisions. This Agreement These provisions shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as any Secured Party or the Administrative Agent for the Lenders, any Lender, any Senior Creditor or any Representative upon the insolvency, bankruptcy or reorganization of the Borrower Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditor acknowledges and agrees that the Secured Parties and the Administrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditor's obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Secured Parties, in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligers; and (v) exercise or refrain from exercising any rights against the Debtor or any other Person.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for of the Lenders, the Lenders, the holders of Senior Creditors and the Representatives Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditor Seller Members and the Borrower under this AgreementCompany hereunder, shall remain in full force and effect irrespective of: (iA) any lack of validity or enforceability of a Credit Agreement, a Note, a any document evidencing any of the Senior Debt Document or any other agreement or instrument relating theretoIndebtedness; (iiB) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any release or consent to any departure from a Credit Agreement, a Note or a any of the Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;Documents (iiiC) any takingexchange, exchangesubordination, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its SubsidiariesSenior Indebtedness; (vD) any changefailure of any holder of Senior Indebtedness to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement; (E) any reduction, restructuring limitation, impairment or termination of the corporate structure Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or existence compromise, and shall not be subject to (and Company and Seller Members hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Borrowerinvalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness; orand (viF) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Company or its subsidiaries or affiliates in respect of the Borrower Senior Indebtedness or a subordinated creditorSeller Members in respect of this Agreement. This Seller Members acknowledge and agree that the holders of Senior Indebtedness may in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing Seller Members’ obligations hereunder, (i) modify the Senior Debt Documents; (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Agent and Senior Lenders in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Company or any other Person. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to be effective govern the relative rights and priorities of Senior Agent and Senior Lenders on the one and hand and Seller Members on the other hand, even if all or be reinstated, as the case may be, if at any time any payment of any part of the Obligations is rescinded Senior Indebtednedss or must otherwise be returned by Xxxxxx Commercial Paper Inc.the security interests securing the Senior Indebtedness are subordinated, as Agent for the Lendersset aside, any Lenderavoided, any Senior Creditor invalidated or any Representative upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been madedisallowed.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loan; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loan or any other assets of the any Borrower or any Mezzanine Borrower or any other Affiliates of its SubsidiariesBorrowers; (viv) any change, restructuring or termination of the corporate structure or existence of the Borrowerany Borrower or any Mezzanine Borrower or any other Affiliates of Borrowers; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower, any Mezzanine Borrower or a subordinated creditor. creditor or a Senior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the any Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors and the Representatives Senior Agent hereunder, and all agreements and obligations of the each Subordinated Creditor and the Borrower under this Agreementeach Obligor, shall (subject in any case to Sections 3.1 and 3.2) remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of a Credit Agreementany document evidencing Senior Debt, a Noteor any lack of validity, a perfection, priority or enforceability of any Lien pursuant to any Senior Debt Document or any other agreement or instrument relating theretoDocument; (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 any departure from a Credit Agreement, a Note or a any of the Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwiseDocuments; (iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any security interest in collateral for all or any of the Obligations Senior Debt; (d) any failure of the Senior Agent or any other assets Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of the Borrower this Agreement or any of its Subsidiariesother Senior Debt Document; (ve) any changereduction, restructuring limitation, impairment or termination of the corporate structure or existence Senior Debt for any reason (other than the defense of Payment in Full of the BorrowerSenior Debt), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Obligor and each Subordinated Creditor hereby waives (to the extent not prohibited by applicable law) any right to or claim of) any defense (other than the defense of Payment in Full of the Senior Debt) 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 Debt; orand (vif) any other circumstance which might otherwise constitute a defense (other than the defense of the Payment in Full of the Senior Debt) available to, or a discharge of, any Obligor in respect of the Borrower Senior Debt or a subordinated creditorany Subordinated Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Debt is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor or any Representative the Senior Agent upon the insolvency, bankruptcy or reorganization of the Borrower any Obligor or otherwise, all as though such payment had not been made. Each Subordinated Creditor acknowledges and agrees that the Senior Creditors and the Senior Agent may in accordance with the terms of any Senior Debt Document, without notice or demand and without affecting or impairing such Subordinated Creditor’s obligations hereunder, but subject to Section 3.1, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior 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 the Senior Agent and the Senior Creditors, in their reasonable judgement, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain from exercising any rights against any Obligor or any other Person.

Obligations Hereunder Not Affected. All rights and interest interests of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Trustee and the Representatives hereunderother Senior Creditors, and all agreements and obligations of the each Subordinated Creditor and the Borrower each Note Party under this Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Obligations or any other agreement or instrument relating theretopart thereof; (ii) the release or substitution of one or more of any change in the time, manner endorsers or place other guarantors 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 a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) the taking of, or failure to take any taking, exchange, release action which might in any manner or non-perfection to any extent vary the risks of any other collateralNote Party or which, or any taking, release or amendment or waiver but for this Section 9 might operate as a discharge of or consent to departure from any guaranty, for all or any of the Obligationssuch Note Party; (iv) any manner defense arising by reason of application any disability, change in corporate existence or structure or other defense of collateralany Note Party, any other Guarantor or proceeds thereofa Subordinated Creditor, to all the cessation from any cause whatsoever (including any act or omission of any Senior Creditor) of the Obligationsliability of such Note Party, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower Guarantor or any of its Subsidiariesa Subordinated Creditor; (v) any changedefense based on any claim that such Note Party’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Note Party, restructuring any other Guarantor or termination of the corporate structure or existence of the Borrower; orany other subordinated creditor, as applicable; (vi) the benefit of any statute of limitations affecting such Note Party’s or Subordinated Creditor’s liability hereunder; (vii) any right to proceed against any Note Party, proceed against or exhaust any security for any Senior Obligations, or pursue any other circumstance which might otherwise constitute a defense available toremedy in the power of any Senior Creditor, whatsoever; (viii) any benefit of and any right to participate in any security now or a discharge ofhereafter held by any Senior Creditor; (ix) 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 Borrower liability of or a subordinated creditorexonerating guarantors or sureties; and (x) the commencement of any Insolvency or Liquidation Proceeding. 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 is rescinded rescinded, avoided, or must otherwise be returned or disgorged by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, Trustee or any Senior Creditor upon any Insolvency or Liquidation Proceeding of any Representative upon the insolvency, bankruptcy or reorganization of the Borrower Note Party or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loan; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loan or any other assets of the Borrower or Mezzanine Borrower or any other Affiliates of its SubsidiariesBorrower; (viv) any change, restructuring or termination of the corporate organizational structure or existence of the Borrower or Mezzanine Borrower or any other Affiliates of Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, Mezzanine Borrower or a subordinated creditor. creditor or a senior lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interest interests of Xxxxxx Commercial Paper Inc., as Agent for the Lenders, the Lenders, the Senior Creditors Agents and the Representatives Secured Parties hereunder, and all agreements and obligations of the each Subordinated Creditor and the Borrower each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any lack amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of validity or enforceability of a Credit Agreement, a Note, a Senior Debt Document the Obligations or any other agreement or instrument relating theretopart thereof; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iiib) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of any Guarantee or any Obligations; (c) the application of security and directing the order or manner of sale thereof as the Collateral Agent and the Secured Parties in their sole discretion may determine; (d) the release or non-perfection substitution of one or more of any endorsers or other collateral, or any taking, release or amendment or waiver guarantors of or consent to departure from any guaranty, for all or any of the Obligations; (ive) 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 might operate as a discharge of such Guarantor; (f) any manner defense arising by reason of application any disability, change in corporate existence or structure or other defense of collateralany Obligor, any other Guarantor or proceeds thereofa Subordinated Creditor, to all 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; (g) any defense based on any claim that such 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; (h) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (i) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any manner of sale or other disposition remedy in the power of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its SubsidiariesSecured Party, whatsoever; (vj) any changebenefit of and any right to participate in any security now or hereafter held by any Secured Party, restructuring or termination of the corporate structure or existence of the Borrower; orand (vik) any other circumstance which might otherwise constitute a defense available to, or a discharge of, to the Borrower or 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 Obligations is rescinded or must otherwise be returned fullest extent permitted by Xxxxxx Commercial Paper Inc., as Agent for the Lenderslaw, any Lender, any Senior Creditor and all other defenses or any Representative upon benefits that may be derived from or afforded by applicable law limiting the insolvency, bankruptcy liability of or reorganization of the Borrower exonerating guarantors or otherwise, all as though such payment had not been madesureties.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower Mezzanine Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a the Senior Debt Document Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Mezzanine Loan; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Mezzanine Loan or any other assets of the Borrower or Mezzanine Borrower or any other Affiliates of its SubsidiariesBorrower; (viv) any change, restructuring or termination of the corporate organizational structure or existence of the Borrower or Mezzanine Borrower or any other Affiliates of Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, Mezzanine Borrower or a subordinated creditor. creditor or a Senior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or the Mezzanine Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the Borrower or Mezzanine Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. (a) All rights and interest of Xxxxxx Commercial Paper Inc.rights, as Agent for the Lendersinterests, the Lenders, the Senior Creditors and the Representatives hereunder, and all agreements and obligations of the Subordinated Creditor Senior Lender and the Borrower each Junior Lender under this Agreement, Agreement shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of a Credit Agreement, a Note, a any of the Senior Debt Document Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or the Junior Loans; (iviii) any manner of application of collateral, or proceeds thereof, to all or any portion of the ObligationsSenior Loan or the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Obligations Senior Loan or the Junior Loans or any other assets of the Borrower or Junior Borrowers or any other Affiliates of Borrower or any of its SubsidiariesJunior Borrower; (viv) any change, restructuring or termination of the corporate ownership structure or existence of the Borrower, Junior Borrowers or any other Affiliates of Borrower; or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, any Junior Borrower or a subordinated creditor. creditor or Senior Lender or any Junior Lender subject to the terms hereof. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Xxxxxx Commercial Paper Inc., as Agent for the Lenders, any Lender, any Senior Creditor Lender or any Representative a Junior Lender upon the insolvency, bankruptcy or reorganization of the Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.