Common use of Subordination Unaffected by Certain Events Clause in Contracts

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) any act or failure to act on the part of the Company; or (ii) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (iv) any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated Indebtedness, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Indebtedness; or (v) any merger or consolidation of the Company or any of its subsidiaries into or with any of its subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company or any of its subsidiaries to any other Person; or (vi) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (i) through (v).

Subordination Unaffected by Certain Events. The rights set forth herein in this Section 7 of the holders of the Senior Indebtedness Debt as against each holder of the Subordinated Indebtedness Debt shall remain in full force and effect without regard to, and shall not be impaired or affected by: (ia) any act or failure to act on the part of the Company; or; (iib) any change in the manner, place or terms of payment of, or any extension or indulgence in respect of of, any payment or prepayment of the Senior Indebtedness Debt or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; orDebt; (iiic) any amendment, modification modification, restatement, renewal, refinancing or waiver of, or addition or supplement to, or deletion forfrom, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness Debt or any other agreement which may be made relating to any Senior Indebtedness; orDebt, other than such as would cause all or any portion of such Debt to fail to meet the definition of "Senior Debt;" (ivd) any sale, exchange, release or other dealing with any Property which is the subject of any Lien securing any Senior Debt, or any failure or delay in the perfection of any such Lien; (e) any release of any Person liable in any manner (including, without limitation, by virtue of any Guaranty) for the payment or collection of the Senior Debt; (f) any exercise or nonexercise non-exercise by any holder of Senior Indebtedness Debt of any right, power, privilege or remedy under or in respect of such any Senior Indebtedness Debt or the Subordinated Indebtedness Debt or any waiver of any such right, power, privilege or remedy or any default in respect of such any Senior Indebtedness Debt or the Subordinated IndebtednessDebt, any dealing with or action against any collateral security therefor or any receipt by any holder of Senior Indebtedness Debt of any security, or any failure by such any holder of Senior Debt to perfect a security interest in, or any release by any such holder of Senior Debt of, any security for the payment of such any Senior Indebtedness; orDebt; (vg) any merger or consolidation of the Company or any of its subsidiaries Subsidiaries into or with any of its subsidiaries Subsidiaries or into or with any other Person, or any sale, lease or transfer Transfer of any or all of the assets Property of the Company or any of its subsidiaries Subsidiaries to any other Person; or (vih) the absence of any notice to, or knowledge byof, any holder of the Subordinated Indebtedness Debt of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (ia) through (vg).

Subordination Unaffected by Certain Events. The rights set forth herein in this Section 7 of the holders of the Senior Indebtedness Debt as against each holder of the Subordinated Indebtedness Debt shall remain in full force and effect without regard to, and shall not be impaired or affected by: (ia) any act or failure to act on the part of the Company; or; (iib) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness Debt or any part thereof or in respect of any other amount payable to any any (a) 38 holder of the Senior Indebtedness; orDebt; (iiic) any amendment, modification modification, restatement, refinancing or waiver of, or addition or supplement to, or deletion forfrom, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness Debt or any other agreement which may be made relating to any Senior Indebtedness; orDebt, other than such as would cause all or any portion of such Debt to fail to meet the definition of "Senior Debt;" (ivd) any exercise or nonexercise non-exercise by any holder of Senior Indebtedness Debt of any right, power, privilege or remedy under or in respect of such any Senior Indebtedness Debt or the Subordinated Indebtedness Debt or any waiver of any such right, power, privilege or remedy or any default in respect of such any Senior Indebtedness Debt or the Subordinated IndebtednessDebt, any dealing with or action against any collateral security therefor or any receipt by any holder of Senior Indebtedness Debt of any security, or any failure by such any holder of Senior Debt to perfect a security interest in, or any release by any such holder of Senior Debt of, any security for the payment of such any Senior Indebtedness; orDebt; (ve) any merger or consolidation of the Company or any of its subsidiaries Subsidiaries into or with any of its subsidiaries Subsidiaries or into or with any other Person, or any sale, lease or transfer Transfer of any or all of the assets Property of the Company or any of its subsidiaries Subsidiaries to any other Person; or (vif) the absence of any notice to, or knowledge byof, any holder of the Subordinated Indebtedness Debt of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (ia) through (ve).

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by: (ia) any act or failure to act on the part of the Company; orCompany or any Subsidiary; (iib) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iiic) any amendment, modification or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (ivd) any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness Obligations or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated IndebtednessObligations, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Indebtedness; or (ve) any merger or consolidation of the Company or any of its subsidiaries Subsidiaries into or with any of its subsidiaries Subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company or any of its subsidiaries Subsidiaries to any other Person; or (vif) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness Obligations of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (ia) through (ve).

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) any act or failure to act on the part of the CompanyPurchaser Parent; or (ii) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iii) any amendment, modification modification, replacement, refinancing or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (iv) any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated Indebtedness, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Indebtedness; or (v) any merger or consolidation of the Company Purchaser Parent or any of its subsidiaries into or with any of its subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company Purchaser Parent or any of its subsidiaries to any other Person; or (vi) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (i) through (v).

Subordination Unaffected by Certain Events. The rights set forth herein in this Section 7 of the holders of the Senior Indebtedness Debt as against each holder of the Subordinated Indebtedness Debt shall remain in full force and effect without regard to, and shall not be impaired or affected by: (ia) any act or failure to act on the part of the Company; or; (iib) any act or failure to act on the part of the Senior Agent or any holder of Senior Debt (other than any action prohibited by this Section 7 or any failure to take any action required by this Section 7); (c) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness Debt or any part thereof or therefor in respect of any other amount payable to any holder of the Senior Indebtedness; orDebt; (iiid) any amendment, modification modification, restatement, refinancing or waiver of, or addition or supplement to, or deletion forfrom, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness Debt or any other agreement which may be made relating to any Senior Indebtedness; orDebt or any security or collateral therefor which does not result in the Senior Debt failing to satisfy the definition of Senior Debt; (ive) any exercise or nonexercise non-exercise by any holder of Senior Indebtedness Debt of any right, power, privilege or remedy under or in respect of such any Senior Indebtedness or the Subordinated Indebtedness Debt or any waiver of any such right, power, privilege or remedy or any default in respect of such any Senior Indebtedness Debt or the Subordinated Indebtednessany security or collateral therefor, or any receipt by any holder of Senior Indebtedness Debt of any securitysecurity or collateral, or any failure by such any holder of Senior Debt to perfect a security interest in, or any release or other action or inaction by any such holder of Senior Debt of, any security or collateral for the payment of such any Senior Indebtedness; orDebt; (vf) any merger or consolidation of the Company or any of its subsidiaries the Subsidiaries into or with any of its subsidiaries the Subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company or any of its subsidiaries the Subsidiaries to any other Person; or (vig) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness Debt of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (ia) through (vf).

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) any act or failure to act on the part of the Company; orBorrower, Holdings, Asia/Pacific or ColorMasters; (ii) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (iv) subject to Section 3 above, any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated Indebtedness, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any exchange, sale, release or surrender by such holder of, any security for the payment of such Senior Indebtedness; or (v) any merger or consolidation of the Company Borrower or any of its subsidiaries Subsidiaries into or with any of its subsidiaries Subsidiaries or into or with any other Person, or or, subject to Section 3 above, any sale, lease or transfer of any or all of the assets of the Company Borrower or any of its subsidiaries Subsidiaries to any other Person; or (vi) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (i) through (v).

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) any act or failure to act on the part of the Company; orBorrower or 808 Corp.; (ii) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (iv) any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated Indebtedness, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any exchange, sale, release or surrender by such holder of, any security for the payment of such Senior Indebtedness; or (v) any merger or consolidation of the Company Borrower or any of its subsidiaries Subsidiaries into or with any of its subsidiaries Subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company Borrower or any of its subsidiaries Subsidiaries to any other Person; or (vi) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (i) through (v).

Subordination Unaffected by Certain Events. The rights set forth herein of the holders of the Senior Indebtedness as against each holder of the Subordinated Indebtedness shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) any act or failure to act on the part of the CompanyGuarantor; or (ii) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to any holder of the Senior Indebtedness; or (iii) any amendment, modification modification, replacement, refinancing or waiver of, or addition or supplement to, or deletion for, or compromise, release, consent or other action in respect of, any of the terms of any Senior Indebtedness or any other agreement which may be made relating to any Senior Indebtedness; or (iv) any exercise or nonexercise by any holder of Senior Indebtedness of any right, power, privilege or remedy under or in respect of such Senior Indebtedness or the Subordinated Indebtedness or any waiver of any such right, power, privilege or remedy or any default in respect of such Senior Indebtedness or the Subordinated Indebtedness, or any receipt by any holder of Senior Indebtedness of any security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Indebtedness; or (v) any merger or consolidation of the Company Guarantor or any of its subsidiaries into or with any of its subsidiaries or into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Company Guarantor or any of its subsidiaries to any other Person; or (vi) the absence of any notice to, or knowledge by, any holder of the Subordinated Indebtedness of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (i) through (v).