Subordination Absolute. The Lender’s right to enforce each and every provision hereunder, and the obligations of the Borrower and Standby Creditor arising under this Agreement are absolute and shall not be affected by any subsequent modification, extension, amendment or release of any of the Obligations or any discharge of any other party liable for the Obligations, or any release, exchange or substitution of any collateral securing the Obligations from time to time.
Subordination Absolute. This is an irrevocable agreement of subordination and the Senior Creditors may, without notice to any Person and without impairing or releasing the obligations of the Debtors or the Holders of the Subordinated Obligations; (a) create Senior Obligations by entering into Xxxxxx or otherwise; (b) change the terms of or increase the amount of the Senior Obligations by extending, rearranging, amending, supplementing or otherwise modifying any of the Credit Documents or any Senior Obligations; (c) sell, exchange, release, or otherwise deal with any letter of credit or any collateral securing any Senior Obligations; (d) release any Person, including, without limitation, any Debtor or any guarantor, liable in any manner for the payment or collection of any Senior Obligations; (e) exercise or refrain from exercising any rights against any Debtor or any other Person; and (f) apply any sums received from whatever source, to the payment of the Senior Obligations, in any order. The liability of each Holder of Subordinated Obligations under this Subordination Agreement shall be absolute and unconditional irrespective of:
(a) The lack of validity or unenforceability of the Senior Obligations or any Credit Document for any reason whatsoever, including that the act of creating the Senior Obligations is ultra xxxxx, that the officers or representatives executing the documents creating the Senior Obligations exceeded their authority, that the Senior Obligations violate usury or other laws, or that any Person has defenses to the payment of the Senior Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction;
(b) Any change in the time, manner, or place of payment of, or in any term of, any of the Senior Obligations, any increase, reduction, extension, or rearrangement of the Senior Obligations, any amendment, supplement, or other modification of the Credit Documents, or any waiver or consent granted under the Credit Documents, including waivers of the payment and performance of the Senor Obligations;
(c) Any release, exchange, subordination, waste, or other impairment (including negligent, willful, unreasonable, or unjustifiable impairment) of any collateral securing payment of the Senior Obligations; the failure of any Agent, any Bank or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of any collateral; the fact ...
Subordination Absolute. This is an irrevocable agreement of subordination and the Senior Creditor may, without notice to any of the parties hereto and without impairing or releasing the obligations of the Debtor and the Subordinated Creditor hereunder, (a) create Senior Debt by extending credit under the Credit Agreement; (b) change the terms of or increase the amount of the Senior Debt by increasing, extending, rearranging, amending, supplementing, or otherwise modifying any of the Loan Documents or other instruments or agreements creating Senior Debt; (c) sell, exchange, release, or otherwise deal with any collateral securing any Senior Debt; (d) release anyone, including the Debtor or any guarantor, liable in any manner for the payment or collection of any Senior Debt; (e) exercise or refrain from exercising any rights against the Debtor or any other Person; and (f) apply any sums received by any Senior Creditor, from whatever source, to the payment of the Senior Debt.
Subordination Absolute. This is an irrevocable agreement of subordination and the Agent or any other Senior Creditor, as applicable, may, in accordance with the terms of the Loan Documents, and without notice to any of the parties hereto and without impairing or releasing the obligations of the Debtor and the Subordinated Creditor hereunder, (a) create Senior Debt by extending credit under the terms of the Credit Agreement or by extending other credit to the Subordinated Creditor or Debtor; (b) change the terms of or increase the amount of the Senior Debt by extending, rearranging, amending, supplementing, or otherwise modifying any of the Loan Documents or other agreements creating Senior Debt; (c) sell, exchange, release, or otherwise deal with any collateral securing any Senior Debt; (d) release anyone, including the Subordinated Creditor, Debtor, or any guarantor, liable in any manner for the payment or collection of any Senior Debt; (e) exercise or refrain from exercising any rights against the Debtor or any other Person; and (f) apply any sums received by any Senior Creditor, from whatever source, to the payment of the Senior Debt, according to the terms of the Credit Agreement.
Subordination Absolute. Neither the subordination provided for herein nor the rights of Lender hereunder shall be affected, modified or impaired by (a) any extension, renewal, modification, restatement, forbearance or waiver of any terms of any other instrument or document executed in connection herewith nor (b) any release, modification or substitution of any collateral therefor.
Subordination Absolute. The parties hereto covenant and agree that their subordinations and other covenants and agreements under this Agreement shall: (i) be absolute and unconditional, irrespective of the validity, legality, binding effect or enforceability of any terms and provisions of the Notes or the Security Agreements; and (ii) remain and continue in full force and effect without regard to any waiver of any term or provision of the Notes and Security Agreement.
Subordination Absolute. Neither the subordination provided for ----------------------- herein nor the rights of Bank hereunder shall be affected, modified or impaired by (a) any extension, renewal, modification, restatement, forbearance or waiver of any terms of any Bank Security Documents or any other instrument or document executed in connection herewith nor (b) any release, modification or substitution of any collateral therefore.
Subordination Absolute. The subordination of the Junior Obligations to the Senior Obligations effected by this Subordination Agreement shall be absolute and the Bank may from time to time, without the consent of or notice to the Junior Creditor and without affecting the subordination of the Junior Obligations to the Senior Obligations: (i) obtain a security interest in any property to secure any of the Senior Obligations; (ii) obtain the primary or secondary liability of any party or parties in addition to the Company with respect to any of the Senior Obligations; (iii) extend or renew any of the Senior Obligations for any period beyond their original due dates; (iv) release or compromise any liability of any other party or parties primarily or secondarily liable with respect to any of the Senior Obligations; (v) release any security interest that the Bank might now have or hereafter obtain in any property securing any of the Senior Obligations and permit any substitution or exchange of any such property; (vi) extend loans and other credit accommodations to the Company in addition to the Revolving Loan and the Term Loans and increase the maximum amount which may be loaned to the Company under the Revolving Loan; provided, that nothing contained in this Agreement shall be construed so as to require the Bank to apply the proceeds of collateral or guaranties held for both the Senior Obligations and other obligations of the Company which are not entitled to the benefit of this Agreement in any particular order.
Subordination Absolute. The Senior Loan Documents shall constitute a lien upon the Collateral which is unconditionally and under all circumstances (including, without limitation, any impairment of the lien ofthe Subordinate Deed of Trust and Subordinate Lender's security interest in the Collateral) prior to the lien of the Subordinate Loan Documents. Senior Lender shall have no duty or responsibility, and the priority of the lien of the Senior Loan Documents over the lien of the Subordinate Loan Documents shall in no way be affected or diminished by any failure of Senior Lender, to consult with, obtain the consent of or in any way communicate with or notify Subordinate Lender regarding any act or omission by Senior Lender relating to the Collateral, the Senior Loan, the Senior Loan Documents, Borrower or otherwise. Without limiting the generality of the foregoing, Subordinate Lender agrees as follows:
(a) Subordinate Lender has been afforded the opportunity to review, and has made such review as it has deemed necessary of (i) the Senior Loan Documents, and (ii) all agreements, including but not limited to any loan or escrow agreements, between Borrower and Senior Lender for the disbursement, repayment and redisbursement of the proceeds of the Senior Loan;
(b) Senior Lender in making disbursements of the Senior Loan is under no obligation or duty to, nor has Senior Lender represented that it will, see to the application of the proceeds of the Senior Loan by Borrower and any application or use of such proceeds for purposes other than those provided for in the Senior Loan Documents shall not defeat the subordination agreed to in Section 1 above, either in whole or in part;
(c) Subordinate Lender's agreement to subordinate is applicable with respect to all disbursements or advances made or to be made pursuant to the Senior Loan Documents, whether optional or obligatory;
(d) Senior Lender need not inquire into the power of Borrower or the authority of its partners or agents acting or purporting to act in its behalf. Any credit granted to Borrower pursuant to the Senior Loan Documents shall be deemed to have been granted in consideration of and in reliance upon this Agreement;
(e) Borrower's indebtedness under the Senior Loan Documents may exceed the face amount of the Senior Note without impairing the subordination made above;
(f) Upon such terms and at such times as it deems best and without notice to Subordinate Lender, Senior Lender may, without impairing the subordination made abo...
Subordination Absolute
