Common use of Obligations of the Borrower Unconditional Clause in Contracts

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 or elsewhere in this Agreement or in the Notes is intended to or shall impair, as between the Borrower and the Lenders, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders the principal of and interest on the Loans as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Lenders and creditors of the Borrower other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Administrative Agent or any Lender from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under this Section 8 of the holders of Senior Indebtedness in respect of cash, property or securities of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to in this Section 8, the Administrative Agent and the Lenders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or agent or other Person making any payment or distribution to the Administrative Agent or to the Lenders for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 8. Nothing in this Section 8 shall apply to the claims of, or payments to, the Administrative Agent, in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Obligations of the Borrower Unconditional. (a) Nothing contained in this Section 8 or elsewhere in this Agreement or in the Notes is intended to or shall impairrelieve the obligations of the Borrower respectively to the Senior Secured Party or the Second Lien Secured Party to pay any amount in respect of the First Lien Obligations or the Second Lien Obligations, as between the Borrower and the Lenderscase may be, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders the principal of and interest on the Loans as and when the same such amount shall become due and payable in accordance with their termsthe terms thereof, or is intended to or shall affect the relative rights of the Lenders and creditors of Senior Secured Party or the Borrower other than Second Lien Secured Party, on the holders of the Senior Indebtednessone hand, nor shall anything herein or therein prevent the Administrative Agent or any Lender from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under this Section 8 of the holders of Senior Indebtedness in respect of cash, property or securities of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to in this Section 8, the Administrative Agent and the Lenders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or agent or other Person making any payment or distribution to the Administrative Agent or to the Lenders for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness creditors of the Borrower, on the amount thereof or payable thereonother hand. All rights, interests, and obligations of the Senior Secured Party, the amount Second Lien Secured Party, and the Borrower hereunder, shall remain in full force and effect irrespective of: (i) any lack of validity or amounts paid enforceability of any loan document or distributed thereon other financing document, including, without limitation, the Sale and all Servicing Agreement and any of the “Basic Documents” described therein or any other facts pertinent thereto agreement or instrument relating to this Section 8. Nothing any of the foregoing; (ii) any change in this Section 8 shall apply to the claims time, manner or place of, or payments in any other term of, all or any of the First Lien Obligations or the Second Lien Obligations, or any amendment or waiver of or any consent to departure from any provision of the Senior Collateral Documents, the Second Lien Collateral Documents, or any other loan or collateral document relating to either of the foregoing; (iii) any exchange, release, non-perfection, invalidity, unenforceability or avoidability of any lien or security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the First Lien Obligations or the Second Lien Obligations; or (iv) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Administrative AgentBorrower in respect of the First Lien Obligations, or of the Second Lien Obligations. (b) Nothing contained in its capacity as such. The Administrative Agent this Agreement shall be entitled affect or excuse the obligation of the Borrower to rely on make, or prevent the delivery to it of a written notice by a Person representing himself or itself to be a holder Borrower from making, at any time, payment of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines amount in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to First Lien Obligations and the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentSecond Lien Obligations.

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 15 or elsewhere in this Agreement or in the Notes any Credit Document is intended to or shall impairimpair or affect, as between the Borrower Borrower, its creditors (other than the holders of Tranche B-1 Obligations) and the Lendersholders of Tranche B-2 Obligations, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders holders of Tranche B-2 Obligations the principal of and interest on the Loans full amount thereof, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Lenders holders of Tranche B-2 Obligations and creditors of the Borrower other than the holders of the Senior IndebtednessTranche B-1 Obligations, nor shall anything herein or therein prevent or limit the Administrative Agent or any Lender holder of Tranche B-2 Obligations from exercising all remedies otherwise permitted by applicable law upon default under this Agreementthe happening of an Event of Default 155 hereunder, subject in accordance with the provisions of Section 10 hereof and to the rights, if any, under this Section 8 15 of the holders of Senior Indebtedness Tranche B-1 Obligations in respect of assets, whether in cash, property or securities securities, of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to Nothing contained in this Section 815 or elsewhere in this Agreement or any other Credit Document shall, except during the Administrative Agent and the Lenders shall be entitled to rely upon pendency of any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up up, total or reorganization proceedings are pendingpartial liquidation, reorganization, recapitalization or readjustment of the Borrower or its securities (whether voluntary or involuntary, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee insolvency, reorganization, liquidation or agent receivership proceedings, or other Person making any payment or distribution to the Administrative Agent or to the Lenders upon an assignment for the purpose benefit of ascertaining the Persons entitled to participate in such payment creditors, or distribution, the holders any other marshaling of Senior Indebtedness assets and other Indebtedness liabilities of the BorrowerBorrower or otherwise), affect the amount thereof or payable thereon, obligation of the amount or amounts paid or distributed thereon and all other facts pertinent thereto or Borrower to this Section 8. Nothing in this Section 8 shall apply to the claims ofmake, or payments toprevent the Borrower from making, at any time (except under the Administrative Agentcircumstances described in Section 15.05 hereof), in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it payment of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentTranche B-2 Obligations.

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 or elsewhere in this Agreement or in the Notes 9 is intended to or shall impair, as between the Borrower and the LendersLender, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders the principal of and interest on the Loans Lender all Subordinated Amounts as and when the same shall become due and payable in accordance with their termspayable, or is intended to or shall affect the relative rights of the Lenders Lender and creditors of the Borrower other than the holders of the Senior Indebtedness, nor nor, except as expressly provided in this Section 9, shall anything herein or therein prevent the Administrative Agent or any Lender from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, the Note or any other Loan Document, subject to the rights, if any, under this Section 8 9 of the holders of Senior Indebtedness Indebtedness, in respect of cash, property or securities of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to in this Section 89, the Administrative Agent and the Lenders Lender shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any liquidation, such dissolution, winding-up winding up, liquidation or reorganization proceedings are pending, pending or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or agent or other Person person making any payment or distribution to the Administrative Agent or to the Lenders Lender for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 89. Nothing contained in this Section 8 9 or elsewhere in this Agreement is intended to or shall apply affect the obligation of the Borrower to the claims ofmake, or prevent the Borrower from making, at any time except as specifically provided in Sections 9.02 and 9.03 hereof, payments to, the Administrative Agent, at any time in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentSubordinated Amounts.

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 or elsewhere in this Agreement or in the Notes is intended to or shall impair, as between the Borrower and the Lenders, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders the principal of and interest on the Loans as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Lenders and creditors of the Borrower other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Administrative Agent or any Lender from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under this Section 8 of the holders of Senior Indebtedness in respect of cash, property or securities of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to in this Section 8, the Administrative Agent and the Lenders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or agent or other Person making any payment or distribution to the Administrative Ad- ministrative Agent or to the Lenders for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 8. Nothing in this Section 8 shall apply to the claims of, or payments to, the Administrative Agent, in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 Article X or elsewhere in this Agreement Indenture or in the Notes Securities is intended to or shall impair, as between the Borrower and the LendersHolders, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders Holders the principal of and interest on the Loans Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Lenders Holders and creditors of the Borrower other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Administrative Agent Trustee or any Lender Holder from exercising all remedies otherwise permitted by applicable law upon default under this AgreementIndenture, subject to the rights, if any, under this Section 8 Article X, of the holders of Senior Indebtedness in respect of cash, property or securities of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to in this Section 8Article X, the Administrative Agent Trustee, subject to the provisions of Sections ____ and ____ [Insert reference to provisions setting forth Trustee's rights and duties], and the Lenders Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or agent or other Person person making any payment or distribution to the Administrative Agent Trustee or to the Lenders Holders for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 8. Nothing in this Section 8 shall apply to the claims of, or payments to, the Administrative Agent, in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.Article

Obligations of the Borrower Unconditional. Nothing contained in this Section 8 13 or elsewhere in this Agreement or in the Notes any Credit Document is intended to or shall impairimpair or affect, as between the Borrower Borrower, its creditors (other than the holders of Tranche A Obligations) and the Lendersholders of Tranche B and Revolving Obligations, the obligation of the Borrower, which is absolute and unconditional, to pay to the Lenders holders of Tranche B and Revolving Obligations the principal of and interest on the Loans full amount thereof, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Lenders holders of Tranche B and Revolving Obligations and creditors of the Borrower other than the holders of the Senior IndebtednessTranche A Obligations, nor shall anything herein or therein prevent or limit the Administrative Agent or any Lender holder of Tranche B and Revolving Obligations from exercising all remedies otherwise permitted by applicable law upon default under this Agreementthe happening of an Event of Default hereunder, subject in accordance with the provisions of Section 10 hereof and to the rights, if any, under this Section 8 13 of the holders of Senior Indebtedness Tranche A Obligations in respect of assets, whether in cash, property or securities securities, of the Borrower received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Borrower referred to Nothing contained in this Section 813 or elsewhere in this Agreement or any other Credit Document shall, except during the Administrative Agent and the Lenders shall be entitled to rely upon pendency of any order or decree made by any court of competent jurisdiction in which any liquidation, dissolution, winding-up up, total or reorganization proceedings are pendingpartial liquidation, reorganization, recapitalization or readjustment of the Borrower or its securities (whether voluntary or involuntary, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee insolvency, reorganization, liquidation or agent receivership proceedings, or other Person making any payment or distribution to the Administrative Agent or to the Lenders upon an assignment for the purpose benefit of ascertaining the Persons entitled to participate in such payment creditors, or distribution, the holders any other marshaling of Senior Indebtedness assets and other Indebtedness liabilities of the BorrowerBorrower or otherwise), affect the amount thereof or payable thereon, obligation of the amount or amounts paid or distributed thereon and all other facts pertinent thereto or Borrower to this Section 8. Nothing in this Section 8 shall apply to the claims ofmake, or payments toprevent the Borrower from making, at any time (except under the Administrative Agentcircumstances described in Section 13.05 hereof), in its capacity as such. The Administrative Agent shall be entitled to rely on the delivery to it payment of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution Tranche B and any other facts pertinent to the rights of such Person under this Section 8, and if such evidence is not furnished, the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentRevolving Obligations.