Common use of Subordination Absolute Clause in Contracts

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 that any Lien or assignment related to any collateral for the Senior Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release of any Person; (e) The failure to apply or the manner of applying payments, collateral or the proceeds of collateral against the Senior Obligations; (f) Any change in the existence, organization or structure of any Person; any change in the shareholders, directors, or officers of any Person; or the insolvency, bankruptcy, liquidation, or dissolution of any Person or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any Hedge, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Senior Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Person’s transfer of Senior Obligations, notice of the financial condition of or other circumstances regarding any Person, notice of any Event of Default, any Present Value Deficiency or any other Present Value Matter or any other notice of any kind relating to the Senior Obligations; (h) Any payment or grant of collateral by any Person to any Bank, Agent or other Person being held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other Person is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Senior Obligations, whether or not such action or omission prejudices any Holder of Subordinated Obligations; (j) Any claim or right of set-off that any Holder of Subordinated Obligations may have; and (k) Any other circumstances which might otherwise constitute a defense available to, or a discharge of any Person.

Subordination Absolute. This is an irrevocable agreement (a) All rights and interests of subordination each Senior Creditor hereunder, and the Senior Creditors may, without notice to any Person all agreements and without impairing or releasing the obligations of the Debtors Junior Creditors and the Company hereunder, shall remain in full force and effect irrespective of (i) the invalidity or the Holders lack 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 enforceability of any Senior Obligations; Notes, (eii) exercise any amendment of, supplement to or refrain from exercising other modification of (including by any rights against any Debtor amendment, waiver or consent) the Senior Debentures or all 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 any renewal, extension, acceleration or replacement thereof, (iii) the existence, enforceability, perfection or validity of warrantyany collateral security or any guarantor, statute (iv) the liability of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) Any change any other Person in the time, manner, or place of payment of, or in any term of, any respect of the Senior Obligations, (v) any increasefailure, reductiondelay, extensionneglect or omission by the Agent or any other Senior Creditor to obtain, realize upon or perfect any security interest in any collateral, guaranty, indebtedness, liability or obligation, or rearrangement by any direct or indirect collateral security therefor, (vi) the bankruptcy, reorganization or insolvency of, or by any other proceeding for the relief of debtors commenced by or against, the Junior Creditors, the Company or any other Person, (vii) the subordination 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 that any Lien or assignment related to any collateral for the Senior Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien liabilities or assignment; obligations or (dviii) Any full or partial release of any Person; (e) The failure to apply or the manner of applying payments, collateral or the proceeds of collateral against the Senior Obligations; (f) Any change in the existence, organization or structure of any Person; any change in the shareholders, directors, or officers of any Person; or the insolvency, bankruptcy, liquidation, or dissolution of any Person or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any Hedge, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Senior Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Person’s transfer of Senior Obligations, notice of the financial condition of or other circumstances regarding any Person, notice of any Event of Default, any Present Value Deficiency or any other Present Value Matter reason or any other notice of any kind relating circumstance whatsoever, whether similar or dissimilar to the Senior Obligations; (h) Any payment or grant of collateral by any Person to any Bankforegoing, Agent or other Person being held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other Person is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Senior Obligations, whether or not such action or omission prejudices any Holder of Subordinated Obligations; (j) Any claim or right of set-off that any Holder of Subordinated Obligations may have; and (k) Any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Junior Creditors in respect of this Subordination Agreement or the Company in respect of the Senior Obligations or this Subordination Agreement. (b) The Junior Creditors hereby waive any right to require that resort be had by the Agent or any other Senior Creditor against the Company or any other Person, or to require that resort be had by the Agent or any other Senior Creditor to any collateral security. Neither the Agent nor any other Senior Creditor shall have any obligation to enforce any Senior Documents by any action, including making or perfecting any claim against the Company prior to being entitled to the benefits of this Subordination Agreement.

Subordination Absolute. This is an irrevocable agreement (a) All rights and interests of subordination the Agent and the each other Senior Creditors mayCreditor hereunder, without notice to any Person and without impairing or releasing the all agreements and obligations of the Debtors Junior Creditors and the Borrower hereunder, shall remain in full force and effect irrespective of (i) the invalidity or the Holders lack 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 enforceability of any Senior Obligations; Notes, (eii) exercise any amendment of, supplement to or refrain from exercising other modification of (including by any rights against any Debtor amendment, waiver or consent) the Senior Debentures or all 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 any renewal, extension, acceleration or replacement thereof, (iii) the existence, enforceability, perfection or validity of warrantyany collateral security or any guarantor, statute (iv) the liability of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) Any change any other Person in the time, manner, or place of payment of, or in any term of, any respect of the Senior Obligations, (v) any increasefailure, reductiondelay, extensionneglect or omission by the Agent or any other Senior Creditor to obtain, realize upon or perfect any security interest in any Collateral, guaranty, indebtedness, liability or obligation, or rearrangement by any direct or indirect collateral security therefore, (vi) the bankruptcy, reorganization or insolvency of, or by any other proceeding for the relief of debtors commenced by or against, the Junior Creditors, the Borrower or any other Person, (vii) the subordination 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 that any Lien or assignment related to any collateral for the Senior Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien liabilities or assignment; obligations or (dviii) Any full or partial release of any Person; (e) The failure to apply or the manner of applying payments, collateral or the proceeds of collateral against the Senior Obligations; (f) Any change in the existence, organization or structure of any Person; any change in the shareholders, directors, or officers of any Person; or the insolvency, bankruptcy, liquidation, or dissolution of any Person or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any Hedge, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Senior Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Person’s transfer of Senior Obligations, notice of the financial condition of or other circumstances regarding any Person, notice of any Event of Default, any Present Value Deficiency or any other Present Value Matter reason or any other notice of any kind relating circumstance whatsoever, whether similar or dissimilar to the Senior Obligations; (h) Any payment or grant of collateral by any Person to any Bankforegoing, Agent or other Person being held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other Person is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Senior Obligations, whether or not such action or omission prejudices any Holder of Subordinated Obligations; (j) Any claim or right of set-off that any Holder of Subordinated Obligations may have; and (k) Any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Junior Creditors in respect of this Subordination Agreement or the Borrower in respect of the Senior Obligations or this Subordination Agreement. (b) The Junior Creditors hereby waive any right to require that resort be had by the Agent or any other Senior Creditor against the Borrower or any other Person, or to require that resort be had by the Agent or any other Senior Creditor to any collateral security. Neither the Agent nor any other Senior Creditor shall have any obligation to enforce any Senior Documents by any action, including making or perfecting any claim against the Borrower prior to being entitled to the benefits of this Subordination Agreement. (c) The Junior Creditors agree that the provisions of this Subordination Agreement shall be applicable notwithstanding the fact that no Senior Obligations may be outstanding from time to time or may have been paid down to zero at any time or from time to time.

Subordination Absolute. This is an irrevocable agreement Subject to the terms hereof, each of subordination the Junior Lenders and the Senior Creditors may, without notice to any Person Junior Subordinated Lender covenants and without impairing or releasing the obligations of the Debtors or the Holders of the Subordinated Obligations; agrees that its subordinations and other covenants and agreements under this Agreement: (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 the validity, legality, binding effect or unenforceability enforceability of any of the terms and provisions of the Senior Obligations or any Credit Document for any reason whatsoeverLoan Instruments; (b) shall survive the execution and delivery of this Agreement, including that the act of creating as well as the Senior Obligations is ultra xxxxxLoan Instruments, that the officers or representatives executing the documents creating the Senior Obligations exceeded their authorityJunior Loan Instruments and Junior Subordinated Loan Instruments, that the Senior Obligations violate usury or other lawsand shall be continuing in nature, or that any Person has defenses to the payment of whether the Senior Obligations, including breach Junior Obligations or Junior Subordinated Obligations are now or hereafter existing, acquired or created, and irrespective of warrantythe fact that from time to time under those terms and provisions monies can be advanced, statute repaid and readvanced and the outstanding balances may be zero; (c) shall remain and continue in full force and effect without regard i) to any waiver, consent, supplement, modification, amendment or restatement 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 ofor provision of the Senior Loan Instruments, Junior Loan Instruments or Junior Subordinated Loan Instruments; ii) to any full, partial or non-exercise of any of the Senior ObligationsLender's rights, powers, privileges, remedies and interests under any Senior Loan Instrument or applicable law, against any person or with respect to any collateral, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise); iii) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu or otherwise), sale, lease or other realization, dealing or disposition respecting any collateral; iv) to any release, subordination or impairment of all or any part of any obligations or collateral or any security interest therein (whether intentionally or otherwise); v) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law; vi) to any act or omission on the part of the Senior Lender or any other person; or vii) to any other event that might otherwise constitute a legal or equitable counterclaim, defense or discharge of a subordinated party or surety; (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of the Borrower, any increaseguarantor, reductionsurety or pledgor or any other person; and (e) shall remain in full force and effect, extensionand may not be revoked or terminated by the Junior Lenders or Junior Subordinated Lenders, or rearrangement of until such time as the Senior Obligations, any amendmentthe Junior Obligations or the Junior Subordinated Obligations, supplementas the case may be, or other modification of the Credit Documentsshall have been fully paid and satisfied, 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 that any Lien or assignment related to any collateral for the Senior Obligations those obligations shall not be properly perfecteddeemed to have been otherwise fully paid and satisfied so long as any note, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release letter of any Person; (e) The failure to apply or the manner of applying payments, collateral or the proceeds of collateral against the Senior Obligations; (f) Any change in the existence, organization or structure of any Person; any change in the shareholders, directors, or officers of any Person; or the insolvency, bankruptcy, liquidation, or dissolution of any Person or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any Hedge, notice of any amendment, supplement, credit or other modification of any Credit Document, notice of the execution of any document or agreement creating new Senior Obligations, notice of instrument thereunder shall have any default continuing force or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Person’s transfer of Senior Obligations, notice of the financial condition of or other circumstances regarding any Person, notice of any Event of Default, any Present Value Deficiency or any other Present Value Matter or any other notice of any kind relating to the Senior Obligations; (h) Any payment or grant of collateral by any Person to any Bank, Agent or other Person being held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other Person is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Senior Obligations, whether or not such action or omission prejudices any Holder of Subordinated Obligations; (j) Any claim or right of set-off that any Holder of Subordinated Obligations may have; and (k) Any other circumstances which might otherwise constitute a defense available to, or a discharge of any Personeffect.

Subordination Absolute. This is an irrevocable agreement The subordination of subordination the Subordinated Debt to the Obligations and the subordination of security interests and Liens pursuant to Section 3 of this Agreement (the "Lien Subordination") shall be as provided in this Agreement and Bank One and any other Senior Creditors Creditor from time to time may, without the consent of or any notice to any Person Subordinated Creditor, and without affecting, waiving, diminishing, altering, terminating, releasing or impairing in any respect or releasing manner the obligations of the Debtors or the Holders unconditional subordination of the Subordinated Debt to the Obligations or the Lien Subordination: (i) obtain a Lien in any property or asset to secure all or any of the Obligations; (aii) create Senior Obligations by entering into Xxxxxx obtain the primary or otherwise; (b) change secondary liability of any Person or Persons in addition to the terms of Company with respect to all 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; (ciii) sell, exchange, release, extend or otherwise deal renew from time to time any of the Obligations for any period or periods beyond their original due dates; (iv) release or compromise any liability of any other Person or Persons primarily or secondarily liable with any letter of credit respect to all or any collateral securing any Senior of the Obligations; (dv) release any Person, including, without limitation, security interest or other Lien that Senior Creditor might now have or hereafter obtain in any Debtor property or assets securing all or any guarantor, liable in of the Obligations and permit any manner for the payment substitution or collection exchange of any Senior Obligationssuch~ property or assets; (evi) exercise waive (either entirely or refrain from exercising for a stated period) non-compliance by the Company with any rights against any Debtor or any other Person; and (f) apply any sums received from whatever source, to the payment of the Senior Obligationsterms, in any order. The liability of each Holder of Subordinated Obligations under this Subordination Agreement shall be absolute provisions and unconditional irrespective of: (a) The lack of validity or unenforceability covenants 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 ofAgreement, any of the Senior ObligationsRefinancing Documents, any increase, reduction, extension, or rearrangement of the Senior Obligations, any amendment, supplement, or other modification of the Credit DocumentsInterest Rate Agreements, or any waiver or consent granted under of the other Loan Documents (as such term is defined in the Credit Agreement); and (vii) amend, modify and/or restate at any time and from time to time the Credit Agreement, any of the Refinancing Documents, including waivers any Interest Rate Agreements, or any of the payment and performance other Loan Documents (as such term is defined in the Credit Agreement), including without limitation any such amendment which may or will increase interest rates on all or any part of the Senor principal of the Obligations; (c) Any release, exchange, subordination, wasteincrease or add other charges and fees to be paid by the Company to Senior Creditor, or other impairment (including negligent, willful, unreasonable, or unjustifiable impairment) of any collateral securing payment increase the aggregate amount of the Senior Obligations; , so long as 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 that any Lien or assignment related to any collateral for the Senior Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release of any Person; (e) The failure to apply or the manner of applying payments, collateral or the proceeds of collateral against the Senior Obligations; (f) Any change in the existence, organization or structure of any Person; any change in the shareholders, directors, or officers of any Person; or the insolvency, bankruptcy, liquidation, or dissolution of any Person or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any Hedge, notice of any amendment, supplement, or other modification of any Credit Document, notice aggregate principal amount of the execution of any document or agreement creating new Senior Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Person’s transfer of Senior Obligations, notice of the financial condition of or other circumstances regarding any Person, notice of any Event of Default, any Present Value Deficiency or any other Present Value Matter or any other notice of any kind relating to the Senior Obligations; (h) Any payment or grant of collateral by any Person to any Bank, Agent or other Person being held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other Person is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Senior Obligations, whether or not such action or omission prejudices any Holder of Subordinated Obligations; (j) Any claim or right of set-off that any Holder of Subordinated Obligations may have; and (k) Any other circumstances which might otherwise constitute a defense available to, or a discharge not exceed at any time the sum of any Person$9,500,000.00.