Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. All rights and interests of the Lenders, Term Loan B Lenders, the Administrative Agent, and the Term Loan B Administrative Agent hereunder, and all agreements and obligations of Grantors under this Collateral Agent Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements. (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or Term Loan B Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements. (c) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations or Term Loan B Obligations. (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or Term Loan B Obligations or Grantors in respect of this Collateral Agent Agreement. This Collateral Agent 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be reinstated, as the case may be, if at any time any payment of any of the Obligations or Term Loan B Obligations is rescinded or must otherwise be returned by the Collateral Agent upon the insolvency, bankruptcy or reorganization of any of the Grantors or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests interest of the Lenders, Term Loan B Lenders, the Administrative Agent, Secured Parties and the Term Loan B Administrative Agent hereunder, and all agreements and obligations of Grantors under this Collateral Agent Agreementthe Subordinated Creditor and the Debtor hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements.any document evidencing Senior Indebtedness; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or Term Loan B ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Credit Agreement, this Collateral Agent Agreement, documents evidencing or relating to the Term Loan B Agreement, or the Security Agreements.Senior Indebtedness; (c) any exchange, release or non-perfection of any Collateralcollateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the Obligations or Term Loan B Obligations.Senior Indebtedness; (d) any failure of any Secured Party or the Administrative Agent to assert any claim or to enforce any right or remedy against any other party hereto under these provisions, the Credit Agreement or any other Loan Document; (e) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than the defense of payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or 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 in cash 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; and (f) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full in cash of the Senior Indebtedness) available to, or a discharge of, any Grantor the Debtor in respect of the Obligations Senior Indebtedness or Term Loan B Obligations or Grantors the Subordinated Creditor in respect of this Collateral Agent Agreementthese provisions. This Collateral Agent 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 or Term Loan B Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Secured Party or the Collateral Administrative Agent upon the insolvency, bankruptcy or reorganization of any of the Grantors 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 or any other Loan Document, 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 obligors; and (v) exercise or refrain from exercising any rights against the Debtor or any other Person.

Obligations Hereunder Not Affected. (a) All rights and interests of the Lendersrights, Term Loan B Lendersinterests, the Administrative Agent, and the Term Loan B Administrative Agent hereunder, and all agreements and obligations of Grantors Administrative Agent and HHI Agent under this Collateral Agent Agreement, Agreement shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, Documents or the Security Agreements. (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or Term HHI Loan B Obligations, Documents or any other amendment agreement or waiver of or any consent to departure from the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements.instrument relating thereto; (cii) any taking, exchange, release or non-perfection of any Collateralother 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 Obligations Loan or Term Loan B Obligations.the HHI Loan; (diii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the HHI Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Loan or the HHI Loan or any other assets of Borrower or any other Affiliates of Borrower; (iv) any change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of Borrower, or a subordinated creditor or a Administrative Agent subject to the Obligations or Term Loan B Obligations or Grantors in respect of this Collateral Agent Agreement. terms hereof. (b) This Collateral Agent 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 or Term Loan B Obligations is rescinded or must otherwise be returned #200345476_v12 by the Collateral Administrative Agent or HHI Agent upon the insolvency, bankruptcy or reorganization of any of the Grantors Borrower or otherwise, all as though such payment had not been made. (c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 11.8(a), provided that no Event of Default shall then exist under the Credit Documents, HHI Agent may accept payments of any amounts due and payable from time to time which Borrower is obligated to pay HHI Agent in accordance with the terms and conditions of the HHI Loan Documents and HHI Agent shall have no obligation to pay over to Administrative Agent any such amounts.

Obligations Hereunder Not Affected. All rights and interests of the Lenders, Term Loan B Lenders, the Administrative Agent, and the Term Loan B Administrative Agent hereunder, and all agreements and obligations of Grantors the Subordinated Creditors and the Borrower under this Collateral Agent Agreement, shall remain in full force and effect irrespective of: (a) i. any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, Senior Debt or the Security Agreements.any agreement or instrument relating thereto; (b) ii. any change in the time, manner or of place of payment of, or in any other term of, all or any of the Obligations or Term Loan B ObligationsSenior Debt, or any other amendment or waiver of or any consent to departure from the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements.Senior Debt; (c) iii. any exchange, release or non-perfection taking and holding of any Collateral, collateral or any release security or amendment or waiver of or consent to departure from any guaranty, additional guarantees for all or any of the Obligations Senior Debt; or Term Loan B Obligations.any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty; (d) iv. any manner of application of collateral or proceeds thereof, to all or any of the Senior Debt, or the manner of sale of any collateral or other security; v. any consent by the Agent to the change, restructure or termination of the corporate structure or existence of the Borrower and any corresponding restructure of the Senior Debt, or any other restructure or refinancing of the Senior Debt or any portion thereof; vi. any modification, compounding, compromise, settlement, release by the Agent, collection or other liquidation of the Senior Debt or of any collateral or security in whole or in part, and any refusal of payment to the Agent in whole or in part, from any obligor or guarantor in connection with any of the Senior Debt, whether or not with notice to, or further assent by, or any reservation of rights against, the Subordinated Creditors; or vii. any other circumstance (including, but not limited to, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations Borrower or Term Loan B Obligations the Subordinated Creditors. Without limiting the generality of the foregoing, the Subordinated Creditors hereby consent to, and hereby agree, that the rights of the Agent hereunder, and the enforceability hereof, shall not be affected by any and all releases of any collateral or Grantors in respect security from the liens and security interests created by any security agreement, pledge agreement or other agreement whether for purposes of this Collateral Agent Agreementsales or other dispositions of assets or for any other purpose. This Collateral Agent 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 Term Loan B Obligations Senior Debt is rescinded or must otherwise be returned by the Collateral Agent upon the insolvency, bankruptcy or reorganization of any of the Grantors Borrower or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests interest of the Lenders, Term Loan B Lenders, the Administrative Agent, Lenders and the Term Loan B Administrative Agent hereunder, and all agreements and obligations of Grantors under this Collateral Agent Agreementthe Subordinated Creditors and the Borrower hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, or the Security Agreements.any document evidencing Senior Indebtedness; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or Term Loan B ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Credit Agreement, this Collateral Agent Agreement, documents evidencing or relating to the Term Loan B Agreement, or the Security Agreements.Senior Indebtedness; (c) any exchange, release or non-perfection of any Collateralcollateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the Obligations or Term Loan B Obligations.Senior Indebtedness; (d) any failure of any 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 Amended and Restated Credit Agreement or any other Loan Document other than this Subordination Agreement; (e) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than the defense of payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or 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; and (f) 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 Grantor the Borrower in respect of the Obligations Senior Indebtedness or Term Loan B Obligations or Grantors the Subordinated Creditors in respect of this Collateral Agent Subordination Agreement. This Collateral Agent 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 Term Loan B Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Lender or the Collateral Administrative Agent upon the insolvency, bankruptcy or reorganization of any of the Grantors 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 Amended and Restated 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 interests of the LendersSenior Lien Holders, Term Loan B Lenders, the Administrative Agent, FSA and the Term Loan B Administrative Agent hereunderNoteholders and Certificateholders under this Subordination Agreement, and all agreements and obligations of Grantors the Junior Lien Holders, the Borrower and the Issuers under this Collateral Agent Subordination Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, any Transaction Document or the Security Agreements.Underlying Transaction Document or any other agreement or instrument relating thereto; (b) any change in the time, manner any term of any Transaction Document or place of payment of, or in any other term of, all or any of the Obligations or Term Loan B ObligationsUnderlying Transaction Document, or any other amendment or waiver of or any consent to departure from the Credit Agreement, this Collateral Agent Agreement, the Term Loan B Agreement, any Transaction Document or the Security Agreements.Underlying Transaction Document; (c) any exchange, release or non-perfection of any Collateralthe Borrower Collateral or other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations or Term Loan B terms of the Senior Secured Obligations.; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Grantor Issuer, or any guarantor or subordinated creditor. Notwithstanding anything contained in respect of the Obligations this Subordination Agreement or Term Loan B Obligations or Grantors in respect of any Transaction Document, this Collateral Agent Agreement. This Collateral Agent Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of to any of the Obligations Senior Lien Holders, FSA or Term Loan B Obligations any Noteholder or Certificateholder from Borrower, any Issuer or any other person or by way of enforcement of any remedies or otherwise from the Borrower Collateral, in each case to the extent paid, is rescinded rescinded, avoided or must otherwise be returned or paid by any Senior Lien Holder, FSA or any Noteholder or Certificateholder for any reason, whether following the Collateral Agent upon the insolvency, bankruptcy or reorganization institution of any of the Grantors a Proceeding or otherwise, under any bankruptcy law, state or federal law, common law or equitable cause, all as though such payment had not been mademade and, in that event, the obligations of the parties hereunder shall be revived with respect to such amounts ("REVIVED CLAIMS"), all of which shall constitute Senior Secured Obligations.