Common use of Term Obligations Unconditional Clause in Contracts

Term Obligations Unconditional. All rights of each Term Agent hereunder, all agreements and obligations of the ABL Agent hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof); (iii) any exchange, release, voiding, avoidance or nonperfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations, or of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any Term Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iiic) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense (other than payment in full of the Term Obligations) available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent Agents hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any Term Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iiic) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent Agents hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any Term Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iiic) any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof5.2(a)); (iii) C. any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations (other than Discharge of Term Obligations), or of any of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term Term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereofabove); (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations, or of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Obligors (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any Term Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereofabove); (iiic) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in or Lien on any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Term Obligor in respect of the Term Obligations, or of any of the ABL Agent or any Loan PartyABL Obligor, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Obligors (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereofabove); (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in or Lien on any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Term Obligor in respect of the Term Obligations, or of any of the ABL Agent or any Loan PartyABL Obligor, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b5.2(a) hereof); (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations (other than Discharge of Term Obligations), or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each Term Agent hereunder, all agreements and obligations of the DIP ABL Agent and the Credit Parties, to the extent applicable, hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any DIP Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the DIP Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, replacement refunding or restatement of any DIP Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, refunding or restatement or increase of all or any portion of the DIP Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the DIP Term Obligations, or of any of the DIP ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.. NYDOCS02/867883.5

Term Obligations Unconditional. All rights of each the Term Agent Agents hereunder, all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term Term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereofabove); (iii) any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations, or of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent, any Additional Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent, any Additional Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each Term Agent hereunder, all agreements and obligations of the DIP ABL Agent and the Credit Parties, to the extent applicable, hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any DIP Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the DIP Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, replacement refunding or restatement of any DIP Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, refunding or restatement or increase of all or any portion of the DIP Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the DIP Term Obligations, or of any of the DIP ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent Agents hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) : av. any lack of validity or enforceability of any Term Document; (ii) ; aw. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, #94592040v2 whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof); (iii) Document; ax. any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) or ay. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights and interests of each the Term Agent Secured Parties hereunder, and all agreements and obligations of the ABL Agent Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, of all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) prior to the Term Obligations Payment Date, any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, refunding or restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; (iv) the commencement of any Insolvency Proceeding by any Loan Party; or (ivv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, of any Loan Party in respect of the Term Obligations, Obligations or any of the ABL Agent Agent, or any Loan Party, to the extent applicable, in respect of this AgreementAgreement (other than the occurrence of the Term Obligations Payment Date).

Term Obligations Unconditional. All rights of each Term Collateral Agent hereunder, and all agreements and obligations of the ABL Collateral Agent hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Credit Document, any Secured Swap Agreement or any Banking Services Agreement; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations or Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Credit Document, any Secured Swap Agreement or any Banking Services Agreement; (iii) any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or Term Obligations Obligations, or any guarantee or guaranty of any thereof; or (iv) any other circumstances that otherwise might constitute a defense defence (other than payment in full of the Term Obligations) available to, or a discharge of, any Loan Credit Party in respect of any of the Term Obligations, or of the ABL Collateral Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, all agreements and obligations of the ABL Agent and the Grantors (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any Term Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Term Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent Agents hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any Term Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof);Document; #94592040v2 (iiic) any exchange, release, voiding, avoidance or nonperfection non-perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent and the Term Secured Parties hereunder, and all agreements and obligations of the ABL Agent Agent, the ABL Secured Parties and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof); (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations (other than Discharge of Term Obligations), or of any of the ABL Agent Agent, any ABL Secured Party or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Document; (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.. 41 Form of J. Crew ABL Intercreditor Agreement

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Facility Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b) hereof)Facility Document; (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Term Obligations, or of any of the ABL Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

Term Obligations Unconditional. All rights of each the Term Agent hereunder, and all agreements and obligations of the ABL Agent and the Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i) A. any lack of validity or enforceability of any Term Document; (ii) B. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Obligations, or any amendment, waiver or other modificationModification, whether by course of conduct or otherwise, or any refinancing, replacement, extension, increase, restructuring, refunding or restatement of any Term Document (but solely to the extent permitted pursuant to Section 5.2(b5.2(a) hereof); (iii) C. any exchange, release, voiding, avoidance or nonperfection non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modificationModification, whether by course of conduct or otherwise, or any refinancing, replacement, extension, restructuring, refunding, restatement or increase of all or any portion of the Term Obligations or any guarantee or guaranty thereof; or (iv) D. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the Term Obligations (other than Discharge of Term Obligations), or of any of the ABL Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.