Common use of Second Lien Obligations Unconditional Clause in Contracts

Second Lien Obligations Unconditional. All rights and interests of the Second Lien Secured Parties hereunder, and all agreements and obligations of the First Lien Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Second Lien Document and regardless of whether the Liens of the Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reason; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any Second Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection of any Lien of the Second Lien Agent and Second Lien Secured Parties on any Common Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Second Lien Obligations or any guarantee thereof, except to the extent expressly prohibited hereunder; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Second Lien Obligations, or of any of the Second Lien Secured Parties or any Loan Party, to the extent applicable, in respect of this Agreement.

Second Lien Obligations Unconditional. All rights and interests of the Collateral Agent (on behalf of the Second Lien Secured Parties hereunderParties) and Second Lien Agent under this Agreement, and all agreements and obligations of the Collateral Agent (on behalf of the First Lien Secured Parties), the First Lien Agent, the Borrower and the other Credit Parties (and, to the extent applicable), the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Second Lien Document and regardless of whether the Liens of the Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reasonDocument; (b) any change in the time, place or manner of payment of, or in any other term term, of, all or any portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any Second Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of the Second Lien Agent and Second Lien Secured Parties on security interest in any Common Collateral or any other assetCollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Second Lien Lien, Obligations, or of any of the Second First Lien Secured Parties Agent or any Loan other Credit Party, to the extent applicable, in respect of this Agreement.

Second Lien Obligations Unconditional. All Subject to compliance with the terms of this Agreement, all rights and interests of the Second Lien Secured Parties hereunderRepresentatives under this Agreement, and all agreements and obligations of the First Lien Secured Representatives, the Third Lien Representatives and the Credit Parties (and, to the extent applicable, applicable and subject to the Loan Partiesrights of the Credit Parties under the underlying debt agreements and collateral documents) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Second Lien Collateral Document and regardless of whether the Liens of or the Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reasonObligations; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any Second Lien Document, except to Collateral Document or the extent expressly prohibited hereunderSecond Lien Obligations; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of the Second Lien Agent and Second Lien Secured Parties on security interest in any Common Collateral or any other assetCollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party the Credit Parties in respect of the Second Lien Obligations, or of any of the Second First Lien Secured Parties Representatives, any of the Third Lien Representatives or any Loan Partyof the Credit Parties, to the extent applicable, in respect of this Agreement.

Second Lien Obligations Unconditional. All Subject to compliance with the terms of this Agreement, all rights and interests of the Second Lien Secured Parties hereunderunder this Agreement, and all agreements and obligations of the First Lien Secured Parties, the Company and the other Loan Parties (and, to the extent applicable), the Loan Parties) hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Second Lien Document and regardless of whether the Liens of the Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reasonDocument; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any Second Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of the Second Lien Agent and Second Lien Secured Parties on security interest in any Common Collateral or any other assetCollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second Lien Obligations or any guarantee guaranty thereof, except to the extent expressly prohibited hereunder; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Second Lien Obligations, or of any of the Second First Lien Secured Parties Party or any Loan Party, to the extent applicable, in respect of this Agreement.

Second Lien Obligations Unconditional. All Subject to compliance with the terms of this Agreement, all rights and interests of the Second Lien Collateral Agents and the other Second Lien Secured Parties hereunder, and all agreements and obligations of First Lien Collateral Agent, the other First Lien Secured Parties (andParties, to Company and the extent applicable, the Loan Parties) other Debtors hereunder, shall remain in full force and effect irrespective of: (ai) any lack of validity or enforceability of any Second Lien Document and regardless of whether the Liens of the Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reasonNote Document; (bii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Lien ObligationsClaims, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including or any increase refinancing, replacement, refunding, renewal or restatement of any Second Lien Note Document; (iii) any exchange, release, voiding, avoidance, subordination, postponement or non-perfection of any security interest in the amount thereofany Collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any Second Lien Document, except to the extent expressly prohibited hereunder; (c) any exchange, release or lack of perfection of any Lien portion of the Second Lien Agent and Second Lien Secured Parties on any Common Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Second Lien Obligations Claims or any guarantee or guaranty thereof, except to ; (iv) any Insolvency or Liquidation Proceeding (or the extent expressly prohibited hereundercommencement of any such proceeding) in respect of any Debtor; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (ev) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Debtor in respect of the Second Lien ObligationsClaims, or of First Lien Collateral Agent, any other First Lien Secured Party or any Debtor in respect of this Agreement (other than payment in full in cash of the Second Lien Secured Parties or any Loan Party, to the extent applicable, in respect of this AgreementClaims).

Second Lien Obligations Unconditional. All Subject to compliance with the terms of this Agreement, all rights and interests of the Second Lien Secured Parties hereunderRepresentative under this Agreement, and all agreements and obligations of the First Lien Secured Representative, TCMI, TCML and the other Loan Parties (and, to the extent applicable, the Loan Parties) hereunderunder this Agreement, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any Second Lien Collateral Document and regardless of whether or the Liens of the Existing Second Lien Agent and Second Lien Secured Parties are not perfected or are voidable for any reasonNote Agreement; (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Lien Obligations, or any amendment, waiver or other modification, whether by course of conduct, in writing conduct or otherwise, including any increase in the amount thereof, or any refinancing, replacement, refunding or restatement of any Second Lien Document, except to Collateral Document or the extent expressly prohibited hereunderExisting Second Lien Note Agreement; (c) any exchange, release release, voiding, avoidance or lack of non-perfection of any Lien of the Second Lien Agent and Second Lien Secured Parties on security interest in any Common Collateral or any other assetCollateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second Lien Obligations or any guarantee or guaranty thereof, except to the extent expressly prohibited hereunder; or (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Second Lien Obligations, or of any of the Second First Lien Secured Parties Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.