Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of the Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents; (iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Credit Agreement (Universal City Development Partners LTD), Credit Agreement (Universal City Development Partners LTD)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(i) : any lack of validity or enforceability of the Loan Documents;
(ii) any document evidencing Senior Indebtedness; any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Loan Documents;
(iii) documents evidencing or relating to the Senior Indebtedness; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the ObligationsSenior Indebtedness; or
any failure of a Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of any Loan Document; any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (ivother than payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and any defense (other than the defense of payment in full of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); and any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, the Borrower any Obligor in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank a Lender upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of the Borrower any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize acknowledge and agree that the Agents and the BanksLenders may, without notice or demand and without affecting or impairing the Subordinated Creditors' ’ obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any of the Obligationspart thereof, including, without limitation, including to increase or decrease the rate of interest thereon or the principal amount thereof; , (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; , (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the BanksSecured Parties Representative, in their its sole discretion, may determine; , (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligors; obligor, and (ev) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC), Senior Secured Convertible Credit Agreement (Kadmon Holdings, LLC)
Obligations Hereunder Not Affected. All rights and interests interest of Citibank, as Agent for the Banks Lenders, the Lenders, the Senior Creditors and the Agents Representatives hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsCredit Agreement, a Note, a Senior Debt Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsCredit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Citibank, as Agent for the Lenders, any Agent Lender, any Senior Creditor or Bank any Representative upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Credit Agreement (Southern Power Co), Credit Agreement (Southern Power Co)
Obligations Hereunder Not Affected. All rights and interests of the Banks Senior Lenders and the Agents Agent hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this AgreementCompanies hereunder, shall remain in full force and effect irrespective of:
of (ia) any lack of validity or enforceability of any document evidencing any of the Loan Documents;
Senior Debt; (iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iii) ; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the ObligationsSenior Debt; or
(ivc) any failure of any Senior Lender or Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement; (d) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Companies and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Companies in respect of any of the Obligations Senior Debt or any of the Subordinated Creditors Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as Subordinated Creditor acknowledges and agrees that Senior Lenders and Agent may in accordance with the case may be, if at any time any payment of any terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Debt Documents, without notice or demand and without affecting or impairing the Subordinated Creditors' Creditor's obligations hereunder, from (i) modify the Senior Debt Documents at any time without notice to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereofconsent of Subordinated Creditor; (bii) take or hold security for the payment of any of the Obligations Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Agent and the Banks, Senior Lenders in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower any Company or any other Person.. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Agent and Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed.
Appears in 2 contracts
Sources: Subordination Agreement (Neos Therapeutics, Inc.), Subordination Agreement (Neos Therapeutics, Inc.)
Obligations Hereunder Not Affected. All rights and interests interest of Credit Suisse First Boston, as Agent for the Banks Lenders, the Lenders, the Senior Creditors and the Agents Representatives hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsa Credit Agreement, a Note, a Senior Debt Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement, a Note or a Senior Debt Document, including, without limitation, any increase in the Loan DocumentsObligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Credit Suisse First Boston, as Agent for the Lenders, any Agent Lender, any Senior Creditor or Bank any Representative upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Mirant Corp), Credit Agreement (Mirant Corp)
Obligations Hereunder Not Affected. All rights and interests of the Banks OII and the Agents RGC, respectively, hereunder, and all agreements and obligations of the Subordinated Creditors RGC, OII, UTTC and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan any OII Credit Document or RGC Credit Documents;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan DocumentsOII Credit Documents or RGC Credit Documents (provided that the inclusion of this subsection in this agreement shall not be deemed to limit, expand or otherwise affect the terms of Section 3.6(c) hereof);
(iiic) any exchange, release or non-perfection of a security interest covering any collateralCollateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsObligations (provided no consent thereto in violation hereof is made by the inclusion of this subsection); or
(ivd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations either Grantor or any of the Subordinated Creditors in respect of this AgreementRGC or OII. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank to the Borrower and/or UTTC upon the insolvency, bankruptcy or reorganization of the Borrower and/or UTTC or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Intercreditor, Subordination and Standstill Agreement (Ashton Technology Group Inc), Intercreditor, Subordination and Standstill Agreement (Optimark Holdings Inc)
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents hereunderrights, and all interests, agreements and obligations of the Subordinated Creditors Senior Lender and the Borrower each Junior Lender under this Agreement, Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan DocumentsDocuments or any of the Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any change in the timetaking, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of of, or consent to to, or departure from from, any guaranty, for all or any portion of any of the ObligationsSenior Loan or the Junior Loans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or any of the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or any of the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower or any Junior Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower or any Junior Borrower; or
(ivv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or a Junior Loan is rescinded or must otherwise be returned by any Agent Senior Lender or Bank a Junior Lender upon the insolvency, bankruptcy or reorganization of the Borrower or a Junior Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Intercreditor Agreement, Intercreditor Agreement (ESH Hospitality LLC)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Senior Creditor hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this AgreementObligors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Loan DocumentsSenior Obligations;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any release or consent to departure from any of the Loan Senior Credit Documents;
(iiic) any exchange, subordination, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the Senior Obligations; or;
(ivd) any failure of Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Credit Document other than this Agreement;
(e) any reduction, limitation, impairment or termination of the Senior Obligations for any reason (other than with the affirmative consent of the Senior Creditor and/or any of its transferees), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Obligors and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Obligations (other than any of the foregoing to which the Senior Creditor and/or its transferees have provided their affirmative consent); and
(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Obligors in respect of any of the Senior Obligations or any of the Subordinated Creditors Obligations in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as Subordinated Creditor acknowledges and agrees that Senior Creditor may in accordance with the case may be, if at any time any payment of any terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Credit Documents, without notice or demand and without affecting or impairing the Subordinated Creditors' Creditor’s obligations hereunder, from time to time to time, (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Obligations and the Senior Credit Documents or any of the Obligationspart thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof, provided that, without the consent of Subordinated Creditor, no change in the terms of the Senior Obligations or the Senior Credit Documents shall result in the aggregate principal amount exceeding the Maximum Aggregate Principal Amount of Senior Obligations; (bii) take or hold security for the payment of any of the Senior Obligations and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, Senior Creditor in their its sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower any Obligor or any other Person. The Senior Obligations shall continue to be treated as Senior Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Creditor and Subordinated Creditor even if all or part of the Senior Obligations or the security interests securing the Senior Obligations are subordinated, set aside, avoided, invalidated or disallowed.
Appears in 2 contracts
Sources: Subordination Agreement (Intersections Inc), Subordination Agreement (Intersections Inc)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks holders of Senior Obligations and the Agents Agent hereunder, and all agreements and obligations of the Subordinated Creditors Guarantor and the Borrower under this AgreementCompany hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing the Loan DocumentsSenior Obligations;
(iib) except as contemplated in the last sentence of Section 4.1, any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to departure from any of the Loan Documentsdocuments evidencing or relating to the Senior Obligations;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or other document, for all or any of the Senior Obligations; or;
(ivd) any failure of any holder of Senior Obligations or the Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, the Credit Agreement or any other document;
(e) any reduction, limitation, impairment or termination of the Senior Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Company and Guarantor hereby waive any right to or claim of) any defense (other than the defense of payment in full in cash of the Senior Obligations) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Obligation; and
(f) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full in cash of the Senior Obligations) available to, or a discharge of, the Borrower Company in respect of any of the Senior Obligations or any of the Subordinated Creditors Guarantor in respect of this Agreementthese subordination provisions. This Agreement These subordination provisions shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations is rescinded or must otherwise be returned by any holder of Senior Obligations or the Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower Company or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Reimbursement Agreement (Globenet Communications Group LTD), Reimbursement Agreement (Globenet Communications Group LTD)
Obligations Hereunder Not Affected. All rights and interests of the Banks holders and the Agents owners of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Holder of this Note and the Borrower Company under this AgreementArticle, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documents;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Loan DocumentsCompany's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of the Company or any of its subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of the Company or any of its subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Company or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent holder or Bank owner of Senior Indebtedness upon the insolvencyBankruptcy, bankruptcy insolvency or reorganization of the Borrower Company or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Exchangeable Senior Subordinated Note (Merrill Lynch & Co Inc), Purchase Agreement (Psi Technologies Holdings Inc)
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks Requisite Lenders and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this AgreementSubordinated Debtors hereunder, shall to the extent permitted by applicable law remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any document evidencing the Loan DocumentsObligations;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the Loan Documentsdocuments evidencing or relating to the Obligations;
(iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Credit Document, for all or any of the Obligations; or;
(iv) any failure of Requisite Lenders or any Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, the Credit Agreement or any other Credit Document;
(v) any reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each of the Subordinated Debtors and the Subordinated Creditors hereby waives any right to or claim of) any defense (other than the defense of a Discharge of Obligations) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations; and
(vi) any other circumstance which might otherwise constitute a defense (other than the defense of a Discharge of Obligations) available to, or a discharge of, the Borrower Subordinated Debtors in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. .
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent Lender upon any Insolvency or Bank upon the insolvency, bankruptcy or reorganization Liquidation Proceeding of the Borrower any Subordinated Debtor or otherwise, all as though such payment had not been made. The Each Subordinated Creditors authorize Creditor acknowledges and agrees that the Agents and Requisite Lenders or any Lender may in accordance with the Banksterms of the Credit Documents, to the extent permitted by applicable law without notice or demand and without affecting or impairing the such Subordinated Creditors' Creditor’s obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations or any of the Obligationspart thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the BanksLenders, in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligorsobligor; and (ev) exercise or refrain from exercising any rights against the Borrower any Subordinated Debtor or any other Person.
Appears in 2 contracts
Sources: Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.), Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(i) : any lack of validity or enforceability of the Loan Documents;
(ii) any document evidencing Senior Indebtedness; any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Loan Documents;
(iii) documents evidencing or relating to the Senior Indebtedness; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the ObligationsSenior Indebtedness; or
any failure of the Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of any Loan Document; any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (ivother than payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and any defense (other than the defense of payment in full of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); and any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, the Borrower any Obligor in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank a Lender upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of the Borrower any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize acknowledge and agree that the Agents and the BanksLenders may, without notice or demand and without affecting or impairing the Subordinated Creditors' ’ obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any of the Obligationspart thereof, including, without limitation, including to increase or decrease the rate of interest thereon or the principal amount thereof; , (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; , (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the BanksMajority Lenders, in their sole discretion, may determine; , (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligors; obligor, and (ev) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 2 contracts
Sources: Credit Agreement (Kadmon Holdings, LLC), Credit Agreement (Kadmon Holdings, LLC)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents Senior Debt Holders hereunder, and all agreements and obligations of the Subordinated Creditors Purchasers and the Borrower under this AgreementSection 4.16, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any present or future guaranty of the Loan DocumentsAgreement (as defined below) or any other Senior Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsAgreement or any successor agreement or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Borrower or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Debt;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of Borrower or any of its subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of Borrower or any of its subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 4.16 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Debt is rescinded or must otherwise be returned by any Agent or Bank the Senior Debt Holders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Securities Purchase Agreement (Miragen Therapeutics, Inc.)
Obligations Hereunder Not Affected. All rights and interests of the Banks Collateral Agent, the Secured Parties and the Agents Debenture Trustee hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower each such Person under this Agreement, shall shall, to the extent permitted by law, remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsany Financing Document, any Collateral Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Secured Obligations, or any other amendment extension, renewal, amendment, waiver, refinancing, replacement or waiver restructuring of or any consent to departure from the Loan Documentsany Financing Document or any Collateral Document;
(iii) any exchange, release or non-perfection of any collateral, of the Collateral or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; or
(iv) any other circumstance which circumstances that might otherwise constitute a defense available to, to or a discharge of, the Borrower in respect of any of the Obligations Company a creditor or any of the Subordinated Creditors in respect of this Agreementa secured creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by the Collateral Agent, or any Agent or Bank other Person upon the insolvency, bankruptcy or reorganization of the Borrower Company, the ▇▇▇▇▇▇▇▇ or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Pledge and Security Agreement (Sinclair Broadcast Group Inc)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Debt hereunder, and all agreements and obligations of the Subordinated Creditors Payee and the Borrower Payor under this AgreementSection 4, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan DocumentsCredit Agreement or any other Senior Debt Document;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsCredit Agreement or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Debt;
(d) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of Payor or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or
(ivf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Payor or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Debt is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Debt upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Senior Creditor hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this AgreementLoan Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Loan DocumentsSenior Debt;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iiic) any exchange, subordination, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the Obligations; orSenior Debt;
(ivd) any failure of Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Loan Parties and Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and
(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Loan Parties in respect of any of the Obligations Senior Debt or any of the Subordinated Creditors Debt in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as Subordinated Creditor acknowledges and agrees that Senior Creditor may in accordance with the case may be, if at any time any payment of any terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Debt Documents, without notice or demand and without affecting or impairing the Subordinated Creditors' Creditor’s obligations hereunder, from time to time to time, (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Debt and the Senior Debt Documents or any of the Obligationspart thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, Senior Creditor in their its sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower any Loan Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Creditor and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Sifco Industries Inc)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks Administrative Agent and the Agents other Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this AgreementSubordinated Debtors hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan Documentsany document evidencing Senior Indebtedness;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Loan Documentsdocuments evidencing or relating to the Senior Indebtedness;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the Obligations; orSenior Indebtedness;
(ivd) any failure of any Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of any Loan Document;
(e) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than indefeasible payment in full in cash of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense of indefeasible payment in full in cash of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness (which each Subordinated Debtor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); and
(f) any other circumstance which might otherwise constitute a defense (other than the defense of indefeasible payment in full in cash of the Senior Indebtedness) available to, or a discharge of, the Borrower any Subordinated Debtor in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any the Administrative Agent or Bank any other Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower any Subordinated Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize acknowledge and agree that the Agents and Secured Parties may, in accordance with the Banksterms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors' ’ obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any of the Obligationspart thereof, including, without limitation, including to increase or decrease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, Administrative Agent may determine in their its sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligorsobligor; and (ev) exercise or refrain from exercising any rights against the Borrower Borrowers or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents GE CAPITAL hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i1) any lack of validity or enforceability of the Loan Documents;
, or any other agreement or instrument relating thereto; (ii2) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii3) any exchange, release release, or non-perfection nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, of or for all or any of the Obligations; or;
(iv4) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or Creditor;
(5) any assignment, endorsement, or transfer, in whole or in part, of the Obligations, although made without notice to, or the consent of, Creditor or Borrower, or any other party;
(6) any extension of the time for payment or performance of all or any portion of the Obligations; or
(7) the operation of law or any other cause, whether similar or dissimilar to the foregoing, or any adjustment, indulgence, forbearance or compromise that may be granted or given by GE CAPITAL to any party, or the failure by GE CAPITAL to file or enforce a claim against Borrower, or any impairment, modification, change, release, or limitation of liability of, or stay of action or lien enforcement proceeding against, Borrower or its properties, or its estate in respect bankruptcy resulting from the operation of any present or future provision of the Obligations Federal Bankruptcy Code or any other similar federal or state statute; it being the intention of the Subordinated Creditors parties hereto that this Agreement shall remain in respect full force and effect notwithstanding any act, omission, or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of this Agreement. Creditor or Borrower from the provisions hereof.
(b) This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank GE CAPITAL upon the insolvency, bankruptcy bankruptcy, or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks Senior Representative, the Senior Creditors and the Agents Security Trustee hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower Representatives under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsthis Agreement, any Service Provider Document, AerCo Group Note, Secured Credit Facility, Secured Guarantee, Secured Tax-Related Disposition Agreement or Secured Swap Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Documentsthis Agreement, any Service Provider Document, AerCo Group Note, Secured Credit Facility, Secured Guarantee, Secured Tax-Related Disposition Agreement or Secured Swap Agreement or any other agreement or instrument relating thereto;
(iii) any taking, exchange, release or non-perfection of the Collateral or any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Obligations; or
(iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of Subordinated Representatives, the Subordinated Creditors in respect of this AgreementCreditors, a subordinated creditor or a secured subordinated creditor. This Agreement shall continue to be effective or shall be revived or reinstated, as the case may be, if at any time any payment of any of the Senior Obligations is rescinded or must otherwise be returned by any Agent or Bank Senior Creditor upon the insolvency, bankruptcy or reorganization of the Borrower any Grantor, or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Security Trust Agreement (Aerco LTD)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents Lender hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower MERI under this Subordination Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsCredit Agreement, the Note, any Letter of Credit and the letter of credit reimbursement agreement executed in connection therewith, the Guaranty Agreement, or any other agreement or instrument relating to any of the foregoing;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan DocumentsCredit Agreement, the Note, any Letter of Credit and the letter of credit reimbursement agreement executed in connection therewith, or the Guaranty Agreement;
(iii) any sale, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, MERI or the Borrower in respect of any of the Obligations or any of the Subordinated Creditors Creditor in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank the Lender upon the insolvency, bankruptcy or reorganization of MERI or the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents hereunderrights, and all interests, agreements and obligations of the Subordinated Creditors Senior Lender and the Borrower each Junior Lender under this Agreement, Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the any Senior Loan DocumentsDocuments or any Junior Loan Documents or any other agreement or instrument relating thereto;
(ii) any change in the timetaking, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsSenior Loan or any Junior Loan;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or the Junior Loans or any other assets of Borrower, Junior Borrowers or any other Affiliates of Borrower;
(iv) any change, restructuring or termination of the structure or existence of Borrower, any Junior Borrower or any other Affiliates of Borrower; or
(ivv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, any Junior Borrower or a subordinated creditor or a senior lender subject to the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan or a Junior Loan is rescinded or must otherwise be returned by any Agent Senior Lender or Bank a Junior Lender upon the insolvency, bankruptcy or reorganization of the Borrower or a Junior Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Intercreditor Agreement (KBS Real Estate Investment Trust, Inc.)
Obligations Hereunder Not Affected. All rights and interests of the Banks holders and the Agents owners of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Holder of this Note and the Borrower Company under this AgreementArticle, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documents;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Loan DocumentsCompany’s obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of the Company or any of its subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of the Company or any of its subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Company or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent holder or Bank owner of Senior Indebtedness upon the insolvencyBankruptcy, bankruptcy insolvency or reorganization of the Borrower Company or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks holders and the Agents owners of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Holder of this Note and the Borrower Company under this AgreementArticle, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documents;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Loan DocumentsCompany's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(iiiii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of the Company or any of its subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of the Company or any of its subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Company or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Article Five shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent holder or Bank owner of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Borrower Company or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Exchange Agreement (Txu Corp /Tx/)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents holders of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Seller Members and the Borrower under this AgreementCompany hereunder, shall remain in full force and effect irrespective of:
(iA) any lack of validity or enforceability of the Loan Documentsany Senior Debt Document;
(iiB) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iiiC) any exchange, subordination, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the Obligations; orSenior Indebtedness;
(ivD) any failure of any holder of Senior Indebtedness to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document;
(E) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Company and Seller Members hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness; and
(F) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Company or its subsidiaries or affiliates in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors Seller Members in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as Seller Members acknowledge and agree that the case holders of Senior Indebtedness may be, if at any time any payment of any in accordance with the terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Debt Documents, without notice or demand and without affecting or impairing the Subordinated Creditors' Seller Members’ obligations hereunder, from time to time to : (ai) renew, compromise, extend, increase, accelerate or otherwise change modify the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereofSenior Debt Documents; (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Senior Agent and the BanksSenior Lenders, in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Company, Borrower or any other Person. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Agent and Senior Lenders on the one and hand and Seller Members on the other hand, even if all or part of the Senior Indebtedness or the security interests securing the Senior Indebtedness are subordinated, set aside, avoided, invalidated or disallowed.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks holders and the Agents owners of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Holder of this Note and the Borrower Company under this AgreementArticle, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documents;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Senior Indebtedness, including, without limitation, any increase in the Loan DocumentsCompany's obligations resulting from the extension of additional credit to the Company or any of its subsidiaries or otherwise;
(iiiii) any ny taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(iii) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of the Company or any of its subsidiaries;
(iv) any change, restructuring or termination of the corporate structure or existence of the Company or any of its subsidiaries; or
(v) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Company or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Article Five shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent holder or Bank owner of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Borrower Company or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Exchangeable Subordinated Note (Txu Us Holdings Co)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Payee and the Borrower Payor under this AgreementSection 3, shall remain in full force and effect irrespective of:
: (i) any lack of validity or enforceability of any present or future guaranty of the Loan Documents;
Credit Agreement or any other Senior Indebtedness Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Loan Documents;
Credit Agreement or any successor agreement or any other Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Indebtedness; or
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of Payor or any of its subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its subsidiaries; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Payor or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (SoFi Technologies, Inc.)
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents hereunderrights, and all interests, agreements and obligations of the Subordinated Creditors Senior Administrative Agent and the Borrower Subordinated Administrative Agent under this Agreement, Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan DocumentsDocuments or the Subordinated Loan Documents or any other agreement or instrument relating thereto;
(ii) any change in the timetaking, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any collateralCommon Collateral, or any taking, release or amendment amendment, or waiver of of, or consent to to, or departure from from, any guarantySenior Loan Document or Subordinated Loan Document, for all or any portion of the ObligationsSenior Loans or the Subordinated Loans;
(iii) any manner of application of the Common Collateral, or proceeds thereof, to all or any portion of the Senior Loans or the Subordinated Loans, or any manner of sale or other disposition of its Common Collateral for all or any portion of the Senior Loans or the Subordinated Loans;
(iv) any change, restructuring or termination of the corporate structure or existence of the Loan Parties or any Affiliates of the Borrowers; or
(ivv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of Loan Parties, or a subordinated creditor or a Senior Lender, subject to the Obligations or any of the Subordinated Creditors in respect of this Agreement. terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loans is rescinded or must otherwise be returned by any Agent the Senior Lenders or Bank the Subordinated Lenders upon the insolvency, bankruptcy or reorganization of the Borrower Borrowers or the Subordinated Borrowers or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents hereunder, ▇▇▇▇▇ and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, Agreement shall remain in full force and effect irrespective of:
(ia) any Any lack of validity or enforceability of the Loan Agreement, the Related Documents, or any other agreement or instrument relating thereto;
(iib) any Any change in the time, manner manner, or place of payment of, or in any ay other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or Related Documents, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise;
(iiic) any Any taking, exchange, release release, or non-perfection nonperfection of any other collateral, or any release taking, release, or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations.
(d) Any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other asset of the Borrower or any of its subsidiaries;
(e) Any change, restructuring, or termination of the corporate structure or existence of the Borrower or any of its subsidiaries; or
(ivf) any Any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any the Agent or any Bank upon the insolvency, bankruptcy bankruptcy, or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Subordination Agreement (Nuvim Inc)
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents Senior Creditors hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the any Support Document or any other Loan DocumentsDocument;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to departure from the Participating Credit Agreements or any other Loan DocumentsDocument (other than this Agreement);
(iii) any exchange, release or non-perfection nonperfection of any security interest in any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguarantee, for in respect of all or any of the Senior Obligations; or
(iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Borrower Company in respect of any of the its Senior Obligations or of any of the Subordinated Creditors Creditor in respect of this Agreement. .
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Senior Obligations or any of the Obligations part thereof is rescinded or must otherwise be returned by any Agent or Bank Senior Creditor upon the insolvency, bankruptcy or reorganization of the any Borrower Company or otherwise, all as though such payment had not been made. The .
(c) Each Subordinated Creditors authorize Creditor hereby authorizes the Agents and the BanksSenior Creditors, without notice or demand and without affecting or impairing any of the obligations of such Subordinated Creditors' obligations Creditor hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of of, the Senior Obligations or any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale part thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (eii) exercise or refrain from exercising any rights against the any Subordinated Creditor, any Borrower Company or any other Person.
Appears in 1 contract
Sources: Common Agreement (Velocom Inc)
Obligations Hereunder Not Affected. All rights and interests of the Banks Senior Creditors and the Agents Administrative Agent hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan Documentsany document evidencing Senior Indebtedness;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Loan Documentsdocuments evidencing Senior Indebtedness;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(ivd) any failure of the Administrative Agent or any other Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement, the Senior Credit Agreement or any other Senior Loan Document;
(e) any reduction, limitation, impairment or termination of any Senior Indebtedness of the Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness; and
(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the (i) Borrower in respect of any of the Obligations Senior Indebtedness or any of (ii) the Subordinated Creditors Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any the Administrative Agent or Bank any other Senior Creditor upon the insolvency, bankruptcy or reorganization of the Borrower or any Subsidiary or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize Creditor acknowledge and agrees that the Agents Administrative Agent and the Bankseach other Senior Creditor may, without notice or demand and without affecting or impairing the Subordinated Creditors' Creditor's obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any of the Obligations, part thereof including, without limitation, to increase or decrease decease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Administrative Agent and the BanksSenior Creditors, in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligors; obligor, and (ev) exercise or refrain from exercising any rights against the Borrower Borrower, any Subsidiary or any other PersonPerson or any Collateral.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower Payor under this AgreementSection 3, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsany successor guaranty of any Senior Indebtedness Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Senior Indebtedness Document, including, without limitation, any increase in the Loan DocumentsSenior Indebtedness resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Indebtedness;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of Payor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of Payor, the Subordinated Creditors in respect Creditor or a subordinated creditor. The provisions of this Agreement. This Agreement Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Note Purchase Agreement (Cogent Communications Group Inc)
Obligations Hereunder Not Affected. All rights and interests of the Banks Senior Representative, the Senior Creditors and the Agents Security Trustee hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower Representatives under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsthis Agreement, any Service Provider Document, MSAF Group Note, Secured Credit Facility, Secured Guarantee or Secured Swap Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Documentsthis Agreement, any Service Provider Document, MSAF Group Note, Secured Credit Facility, Secured Guarantee or Secured Swap Agreement or any other agreement or instrument relating thereto;
(iii) any taking, exchange, release or non-perfection of the Collateral or any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Obligations; or
(iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of Subordinated Representatives, the Subordinated Creditors in respect of this AgreementCreditors, a subordinated creditor or a secured subordinated creditor. This Agreement shall continue to be effective or shall be revived or reinstated, as the case may be, if at any time any payment of any of the Senior Obligations is rescinded or must otherwise be returned by any Agent or Bank Senior Creditor upon the insolvency, bankruptcy or reorganization of the Borrower any Grantor, or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Security Trust Agreement (Morgan Stanley Aircraft Finance)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Debt hereunder, and all agreements and obligations of the Subordinated Creditors Payee and the Borrower Payor under this AgreementSection 4, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsPayor Guaranty or any successor guaranty of the Credit Agreement or any other Senior Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsCredit Agreement or the Payor Guaranty or any successor guaranty or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-non- perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Debt;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of Payor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Payor or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Debt is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Debt upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Debt hereunder, and all agreements and obligations of the Subordinated Creditors Payee and the Borrower Payor under this AgreementSection 4, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsPayor Guaranty or any successor guaranty of the Credit Agreement or any other Senior Debt Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsCredit Agreement or the Payor Guaranty or any successor guaranty or any other Senior Debt Document, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Debt;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of Payor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Payor or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Debt is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Debt upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreement, This Agreement shall remain continue in full force and effect irrespective regardless of:
(ia) the commencement of a Bankruptcy Case (all references herein to Borrower or Guarantor being deemed to apply to Borrower and/or Guarantor, as the case may be, as debtor-in-possession and to a trustee for the estate of Borrower and/or Guarantor in a Bankruptcy Case), and shall apply with full force and effect with respect to all collateral acquired by Borrower and/or Guarantor, and to all indebtedness incurred by any Borrower and/or Guarantor, subsequent to such commencement;
(b) any lack of validity or enforceability of the Loan Documentsany Transaction Document or any other agreement or instrument relating thereto;
(iic) any change in the timetaking, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of any Loan;
(d) any manner of application of Collateral, or proceeds thereof, to all or any portion of the ObligationsLoans, or any manner of sale or other disposition of any Collateral for all or any portion of the Loans or any other assets of Borrower or Guarantor or any other affiliates of Borrower or Guarantor;
(e) any change, restructuring or termination of the corporate structure or existence of Borrower or Guarantor or any other affiliates of Borrower; or
(ivf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Borrower, Guarantor or any of the Subordinated Creditors in respect of this Agreement. This Agreement shall continue Investor subject to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Personhereof.
Appears in 1 contract
Sources: Intercreditor Agreement (Ener1 Inc)
Obligations Hereunder Not Affected. All rights and interests of the Banks and holders of the Agents Notes hereunder, and all agreements and obligations of the holders of and any trustee for the Subordinated Creditors Debt, and the Borrower [Issuer] under this AgreementArticle, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsNote Documents or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Loan Note Documents;
(iii) any taking, exchange, release or non-non perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Indebtedness;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of [Issuer] or any of its subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of [Issuer] or any of its subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations [Issuer] or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Article ___ shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank holder of the Notes upon the insolvency, bankruptcy or reorganization of the Borrower [Issuer] or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Note Purchase Agreement (HLTH Corp)
Obligations Hereunder Not Affected. All rights No action or inaction of any Senior Creditor or any other person, and interests no change of law or circumstances, shall release or diminish the obligations, liabilities, agreements or duties hereunder of any Related Person, affect this Agreement in any way, or afford any person any recourse against any Senior Creditor. Without limiting the generality of the Banks and foregoing, none of the Agents hereunderobligations, and all liabilities, agreements and obligations duties of the Subordinated Creditors and the Borrower Related Persons under this AgreementAgreement shall be released, shall remain in full force and effect irrespective of:diminished, impaired, reduced or affected by the occurrence of any of the following at any time or from time to time, even if occurring without notice to or without the consent of any or all Related Persons (any right of any of the Related Persons to be so notified or to require such consent being hereby waived):
(ia) the release (by operation of law or otherwise) of Borrower or any lack of validity or enforceability Related Person from its duty to pay any of the Loan DocumentsSenior Obligations;
(iib) any change invalidity, deficiency, illegality or unenforceability of any of the Senior Obligations or the documents and instruments evidencing, governing or securing the Senior Obligations, in whole or in part, any bar by any statute of limitations or other law to recovery on any of the Senior Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impracticability or other defense or excuse with respect to the Senior Obligations whatsoever; (c) the taking or accepting by any Senior Creditor of any additional security for or subordination to any or all of the Senior Obligations;
(d) any release, discharge, surrender, exchange, subordination, non-perfection impairment, modification or stay of actions or lien enforcement proceedings against, or loss of any security at any time existing with respect to, the Senior Obligations; (e) the modification or amendment of, or waiver of compliance with, any terms of the documents and instruments evidencing, governing or securing the Senior Obligations; (f) the insolvency, bankruptcy or disability of Borrower or any Related Person or the filing or commencement of any Insolvency Proceeding involving Borrower or any Related Person or other proceeding with respect thereto; (g) any increase or decrease in the amount of the Senior Obligations or in the time, manner or place of payment of, or terms in any other term of, all or any of accordance with which the ObligationsSenior Obligations are to be paid, or any other amendment adjustment, indulgence, forbearance, waiver or waiver compromise that might be granted or given with respect to the Senior Obligations; (h) any neglect, delay, omission, failure or refusal of any Senior Creditor to take or prosecute any consent action for the collection of the Senior Obligations or to departure from foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or part of the Loan DocumentsSenior Obligations; (i) any release of the proceeds of collateral which may come into the possession of any Senior Creditor or its Affiliates;
(iiij) any exchangejudgment, release order or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned decree by any Agent court or Bank upon the insolvency, bankruptcy governmental agency or reorganization of the Borrower authority that a payment or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the distribution by Borrower or any Related Person to any Senior Creditor upon the Senior Obligations is a preference under applicable bankruptcy or similar laws for the protection of creditors or is for any other reason required to be refunded by such Senior Creditor or paid by such Senior Creditor to any other Person.; (k) the release or discharge for any reason of any other party hereto from any of its obligations under this Agreement;
Appears in 1 contract
Sources: Subordination Agreement (XCL LTD)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents Senior Creditors hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(ia) any Any lack of validity or enforceability of the Loan DocumentsCredit Agreement or any agreement, instrument or other document executed or delivered in connection therewith;
(iib) any Any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from the Loan DocumentsCredit Agreement or any agreement, instrument or other document executed or delivered in connection therewith;
(iiic) any Any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; orSenior Indebtedness;
(ivd) Any failure of the Senior Creditors to assert any claim or to enforce any right or remedy under the provisions of this Agreement, the Credit Agreement or any agreement, instrument or other document executed or delivered in connection therewith;
(e) Any reduction, limitation, impairment or termination of any Senior Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness; and
(f) Any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank of the Senior Creditors upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditor acknowledges and agrees that the Senior Creditors authorize the Agents and the Banksmay, without notice or demand and without affecting or impairing the Subordinated Creditors' Creditor’s obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change amend, supplement or modify the terms of the Senior Indebtedness or any of the Obligationspart thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determinethereof; (div) release and substitute one or more endorsers, warrantors, borrowers borrower or other obligorsobligor; and (ev) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents Senior Creditors hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsPurchase Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsPurchase Agreement, including, without limitation, any increase in the Senior Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its subsidiaries; 5
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any of its subsidiaries; or
(vi) any exercise or nonexercise of any right, power or remedy under or in respect of any Senior Obligations or any instrument or agreement relating thereto, or any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission, in respect of any Senior Obligations or any instrument or agreement relating thereto or any security therefor or guaranty thereof, whether or not the Subordinated Creditor shall have had notice or knowledge of any of the foregoing; or
(vii) any release of any Person liable in any manner for the collection of any Senior Obligations; or
(viii) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Obligations is rescinded or must otherwise be returned by any Agent or Bank the Senior Creditors upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Subordination Agreement (Telespectrum Worldwide Inc)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks Lenders and the Agents Administrative Agent hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan Documentsany document evidencing Senior Indebtedness;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the Loan Documentsdocuments evidencing or relating to the Senior Indebtedness;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty or Loan Document, for all or any of the Obligations; orSenior Indebtedness;
(ivd) any failure of any Lender or the Administrative Agent to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Subordination Agreement, the Credit Agreement or any other Loan Document other than this Subordination Agreement;
(e) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than the defense of payment in full of the Senior Indebtedness), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Borrower and each Subordinated Creditor hereby waive any right to or claim of) any defense (other than the defense of payment in full of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Indebtedness; and
(f) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, the Borrower in respect of any of the Obligations Senior Indebtedness or any of the Subordinated Creditors in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be 168 returned by any Lender or the Administrative Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize acknowledge and agree that the Agents Lenders and the BanksAdministrative Agent may in accordance with the terms of the Credit Agreement, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any of the Obligationspart thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (bii) take or hold security for the payment of any of the Obligations Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Administrative Agent and the BanksLenders, in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Credit Agreement (Keebler Foods Co)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks Senior Creditors and the Agents Senior Agent hereunder, and all agreements and obligations of the each Subordinated Creditors Creditor and the Borrower under this Agreementeach Obligor, shall (subject in any case to Sections 3.1 and 3.2) remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan Documentsany document evidencing Senior Debt, or any lack of validity, perfection, priority or enforceability of any Lien pursuant to any Senior Debt Document;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, security interest in collateral for all or any of the Obligations; orSenior Debt;
(ivd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any failure of the Obligations Senior Agent or any other Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any other Senior Debt Document; (e) any reduction, limitation, impairment or termination of the Subordinated Creditors Senior Debt for any reason (other than the defense of Payment in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Full of the Obligations is rescinded Senior Debt), including any claim of waiver, release, surrender, alteration or must otherwise compromise, and shall not be returned subject to (and each Obligor and each Subordinated Creditor hereby waives (to the extent not prohibited by applicable law) any Agent right to or Bank upon claim of) any defense (other than the insolvency, bankruptcy or reorganization defense of Payment in Full of the Borrower Senior Debt) or otherwisesetoff, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Bankscounterclaim, without notice recoupment or demand and without affecting or impairing the Subordinated Creditors' obligations hereundertermination whatsoever by reason of invalidity, from time to time to (a) renewillegality, nongenuineness, irregularity, compromise, extend, increase, accelerate or otherwise change the time for payment unenforceability of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.event or occurrence affecting, any Senior Debt; and
Appears in 1 contract
Sources: Note Purchase Agreement (New PubCo Renewable Power Inc.)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors Affiliate Lender and the Borrower under this Agreement, shall remain in full force be irrevocable (until the Senior Debt Termination Date), absolute and effect unconditional irrespective of, and each of the Subordinated Affiliate Lender and the Borrower hereby irrevocably waives (to the maximum extent permitted by applicable Law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability of the any Loan DocumentsDocument or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsObligations or any other obligations of the Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document (other than with respect to any Loan Document to which the Subordinated Affiliate Lender or the Borrower is a party without the consent of the Subordinated Affiliate Lender or the Borrower, to the extent such consent is required thereunder), including any increase in the Obligations resulting from the extension of additional credit to the Borrower or any settlement or compromise of any Obligations or obligations of any other Subordinated Affiliate Lender hereunder or under any other Loan DocumentsDocument;
(iiic) any taking, exchange, release or non-perfection of any collateral, Collateral or any taking, release or amendment or waiver of of, or consent to departure from from, any guarantyother guarantee, for all or any of the Obligations; or;
(ivd) any manner of application of any other circumstance which might otherwise constitute a defense available toCollateral or any other collateral, or a discharge ofproceeds thereof, to all or any of the Borrower in respect Obligations, or any manner of sale or other disposition of any other Collateral or any other collateral for all or any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization other obligations of the Borrower under the Loan Documents or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any other assets of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and Borrower;
(e) exercise any change, restructuring or refrain from exercising any rights against termination of the Borrower corporate structure, shareholders or any other Person.existence of the Borrower;
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Applied Digital Corp.)
Obligations Hereunder Not Affected. All rights and interests of the Banks and the Agents holders of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors Payee and the Borrower Payor under this AgreementSection 3, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any present or future guaranty of the Loan DocumentsCredit Agreement or any other Senior Indebtedness Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Loan DocumentsCredit Agreement or any successor agreement or any other Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any release or taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Indebtedness;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of Payor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its Subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations Payor or any of the Subordinated Creditors in respect a subordinated creditor. The provisions of this Agreement. This Agreement Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any Agent or Bank the holders of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Borrower Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests of the Banks Collateral Agent and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Credit Agreement, any other Loan DocumentsDocument or any other agreement or instrument relating thereto;
(ii) subject to the proviso to Section 1(a) hereof and the proviso to Section 3(d) hereof, any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or the other Loan Documents;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Indebtedness;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of the Borrower or its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any other Loan Party; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of Borrower, any of the Obligations other Loan Party or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Senior Indebtedness is rescinded or must otherwise be returned by any the Collateral Agent or Bank any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests interest of Citibank, N.A., as Agent for the Banks Lenders, and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsa Credit Agreement, a Note or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from a Credit Agreement or a Note, including, without limitation, any increase in the Loan DocumentsObligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Citibank, N.A., as Agent for the Lenders, or any Agent or Bank Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Credit Agreement (Mirant Corp)
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents Senior Creditors hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this Agreementhereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan Documentsany Senior Creditor Document;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documentsany Senior Creditor Document;
(iii) any exchange, release or non-perfection nonperfection of any collateralsecurity interest in or Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any guarantyGuarantee, for in respect of all or any of the Senior Obligations; or
(iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Borrower any Loan Party in respect of any of the its Senior Obligations or of any of the Subordinated Creditors Creditor in respect of this Agreement. .
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Senior Obligations or any of the Obligations part thereof is rescinded or must otherwise be returned by any Agent or Bank Senior Creditor upon the insolvency, bankruptcy or reorganization of the Borrower any Loan Party or otherwise, all as though such payment had not been made. The .
(c) Each Subordinated Creditors authorize Creditor hereby authorizes the Agents and the BanksSenior Creditors, without notice or demand and without affecting or impairing any of the obligations of such Subordinated Creditors' obligations Creditor hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of of, the Senior Obligations or any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale part thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (eii) exercise or refrain from exercising any rights against the Borrower such Subordinated Creditor, any Loan Party or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. (a) All rights and interests of the Banks and the Agents hereunderrights, and all interests, agreements and obligations of the Subordinated Creditors and the Borrower each Lender under this Agreement, Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Loan DocumentsDocuments or any other agreement or instrument relating thereto;
(ii) any change in the timetaking, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the ObligationsLoans;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Loans or any other assets of Borrower or any other Affiliates of Borrower;
(iv) any change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower; or
(ivv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor or each Senior Lender subject to the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreement. terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Obligations Senior Loan is rescinded or must otherwise be returned by any Agent Senior Lender or Bank any Mezzanine Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Intercreditor Agreement (First Financial Corp /Tx/)
Obligations Hereunder Not Affected. All rights and interests of the Banks Senior Lien Holder, FSA and the Agents hereunderNoteholders and Certificateholders under this Agreement, and all agreements and obligations of the Subordinated Creditors Junior Lien Holder, Borrower and the Borrower Issuers under this Agreement, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of the Loan Documentsany Transaction Document or Underlying Transaction Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner any term of any Transaction Document or place of payment of, or in any other term of, all or any of the ObligationsUnderlying Transaction Document, or any other amendment or waiver of or any consent to departure from the Loan Documentsany Transaction Document or Underlying Transaction Document;
(iiic) any exchange, release or non-perfection of any collateralthe Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the terms of the Senior Secured Obligations; or
(ivd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of Borrower, any of the Obligations Issuer, or any of the Subordinated Creditors guarantor or subordinated creditor. Notwithstanding anything contained in respect of this Agreement. This Agreement or any Transaction Document, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment to any of Senior Lien Holder, FSA or any Noteholder or Certificateholder from Borrower, any Issuer or any other person or by way of enforcement of any of remedies or otherwise from the Obligations Collateral is rescinded rescinded, avoided or must otherwise be returned or paid by Senior Lien Holder, FSA or any Agent Noteholder or Bank upon LA/INTERCREDITOR AGREEMENT(FINAL) 7 Certificateholder for any reason, whether following the insolvency, bankruptcy or reorganization institution of the Borrower a Proceeding or otherwise, under any bankruptcy law, state or federal law, common law or equitable cause, all as though such payment had not been made. The Subordinated Creditors authorize made and, in that event, the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the parties hereunder shall be revived with respect to such amounts ("REVIVED CLAIMS"), all of which shall constitute Senior Secured Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (National Auto Finance Co Inc)
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Senior Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors and the Borrower under this AgreementCompany hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Loan DocumentsSenior Debt;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iiic) any exchange, subordination, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the Obligations; orSenior Debt;
(ivd) any failure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Company and each Subordinated Creditor hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and
(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower (i) Company in respect of the Senior Debt or (ii) any of the Obligations or any of the Subordinated Creditors Creditor in respect of this Agreement. This Agreement shall continue to be effective or be reinstated, as Each Subordinated Creditor acknowledges and agrees that Senior Secured Parties may in accordance with the case may be, if at any time any payment of any terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Debt Documents, without notice or demand and without affecting or impairing the such Subordinated Creditors' Creditor's obligations hereunder, from time to time to (ai) renew, compromise, extend, increase, accelerate or otherwise change modify the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereofSenior Debt Documents; (bii) take or hold security for the payment of any of the Obligations Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Agent and the BanksSenior Lenders, in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower Company or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Secured Parties and Subordinated Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Streamline Health Solutions Inc.)
Obligations Hereunder Not Affected. All rights and ---------------------------------- interests of the Banks Agents and the Agents Lenders hereunder, and all agreements and obligations of the Subordinated Creditors Trustee and the Parent Company Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Credit Agreement, the Notes, the Loan DocumentsDocuments or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Notes or any other Loan DocumentsDocument, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Subsidiary Borrower or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Subsidiary Borrower or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate or partnership structure or existence of the Parent Company Borrower or any of its Subsidiaries;
(vi) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise; or
(ivvii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent Company Borrower, the Subsidiary Borrower in respect or the Trustee; and shall not be subject to (and the Parent Company Borrower, for itself and on behalf of its Subsidiaries, hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Obligations or any of the Subordinated Creditors in respect of this AgreementObligations. This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank Lender upon the insolvency, bankruptcy or reorganization of, or in connection with any other Bankruptcy Proceeding involving, the Parent Company Borrower or any of its Subsidiaries, including, without limitation, the Subsidiary Borrower and its Subsidiaries, or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Sources: Subordination Agreement (Cencom Cable Entertainment Inc /New)
Obligations Hereunder Not Affected. All rights and interests of the Banks and Administrative Agent or the Agents Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Credit Agreement, the Revolving Notes, any Loan DocumentsDocument or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Revolving Notes or any Loan DocumentsDocument including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrower or any of its affiliates or subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower or any of its affiliates or subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Borrower or any of its affiliates or subsidiaries; or
(ivvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of any of the Obligations or any of the Subordinated Creditors in respect of this Agreementa subordinated creditor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any the Administrative Agent or Bank any Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of any of the Obligations and exchange, enforce, foreclose upon, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Person.
Appears in 1 contract
Obligations Hereunder Not Affected. All rights and interests interest of the Banks and the Agents Senior Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors Parties and the Borrower under this AgreementCredit Parties hereunder, shall remain in full force and effect irrespective of:
(ia) any lack of validity or enforceability of any document evidencing any of the Loan DocumentsSenior Debt;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsSenior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Loan Senior Debt Documents;
(iiic) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, collateral for all or any of the Obligations; orSenior Debt;
(ivd) any failure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
(e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Credit Parties and Subordinated Parties hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and
(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Credit Parties in respect of any of the Obligations Senior Debt or any of the Subordinated Creditors Parties in respect of this Agreement. This Agreement shall continue to be effective or be reinstatedEach Subordinated Party acknowledges and agrees that the Senior Secured Parties may, as in accordance with the case may be, if at any time any payment of any terms of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the BanksSenior Debt Documents, without notice or demand and without affecting or impairing the any Subordinated Creditors' Party's obligations hereunder, from time (i) modify the Senior Debt Documents to time the extent permitted pursuant to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of any of the Obligations, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereofSection 3.1; (bii) take or hold security for the payment of any of the Obligations Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (ciii) apply such security and direct the order or manner of sale thereof as the Agents Agent and the Banks, Senior Lenders in their sole discretion, may determine; (div) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (ev) exercise or refrain from exercising any rights against the Borrower any Credit Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Secured Parties and the Subordinated Parties even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed. For the avoidance of doubt, except as provided in Section 2.6(c), nothing in this Section 2.10 shall prevent the Subordinated Parties from taking possession or control of any Collateral waived or released by the Senior Secured Parties in order for the Subordinated Parties to perfect their continuing security interest in such Collateral.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Patrick Industries Inc)
Obligations Hereunder Not Affected. All rights and interests No action or inaction of the Banks and the Agents hereunderSenior Creditor or any other Person, and all no change of law or circumstances, shall release or diminish the obligations, liabilities, agreements or duties hereunder of Subordinated Creditor, affect this Agreement in any way, or afford any Person any recourse against Senior Creditor. Without limiting the generality of the foregoing, none of the obligations, liabilities, agreements and obligations duties of the Subordinated Creditors and the Borrower Creditor under this AgreementAgreement shall be released, shall remain diminished, impaired, reduced or affected by the occurrence of any of the following at any time or from time to time, even if occurring without notice to or without the consent of the Subordinated Creditor (any right of the Subordinated Creditor to be so notified or to require such consent being hereby waived, except as set forth in full force and effect irrespective of:Article 5):
(ia) the release (by operation of law or otherwise) of Hecla Mining from its duty to pay any of the Senior Liabilities; or
(b) any lack invalidity, deficiency, illegality or unenforceability of validity or enforceability any of the Loan Documents;Senior Liabilities or the documents and instruments evidencing, governing or securing the Senior Liabilities, in whole or in part, any bar by any statute of limitations or other law to recovery on any of the Senior Liabilities, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impracticability or other defense or excuse with respect to the Senior Liabilities whatsoever; or
(iic) the taking or accepting by Senior Creditor of any additional security for or subordination to any or all of the Senior Liabilities; or
(d) any change release, discharge, surrender, exchange, subordination, non- perfection, impairment, modification or stay of actions or lien enforcement proceedings against, or loss of any security at any time existing with respect to, the Senior Liabilities; or
(e) the modification or amendment of, or waiver of compliance with, any terms of the documents and instruments evidencing, governing or securing the Senior Liabilities; or
(f) the insolvency, bankruptcy or disability of Hecla Mining or the filing or commencement of any Insolvency Proceeding involving Hecla Mining or other proceeding with respect thereto; or
(g) any increase or decrease in the amount of the Senior Liabilities or in the time, manner or place of payment of, or terms in any other term of, all or any of accordance with which the ObligationsSenior Liabilities are to be paid, or any other amendment adjustment, indulgence, forbearance, waiver or waiver of compromise that may be granted or any consent given with respect to departure from the Loan Documents;
(iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the ObligationsSenior Liabilities; or
(ivh) any other circumstance which might otherwise constitute a defense available toneglect, delay, omission, failure or a discharge of, the Borrower in respect of any refusal of the Obligations Senior Creditor to take or prosecute any action for the collection of the Subordinated Creditors Senior Liabilities or to foreclose or take or prosecute any action in respect connection with any instrument or agreement evidencing or securing all or part of this Agreement. This Agreement shall continue the Senior Liabilities; or
(i) any release of the proceeds of collateral which may come into the possession of the Senior Creditor or its affiliates; or
(j) any judgment, order or decree by any court or governmental agency or authority that a payment or distribution by Hecla Mining to the Senior Creditor upon the Senior Liabilities is a preference or fraudulent transfer under applicable bankruptcy or similar laws for the protection of creditors or is for any other reason required to be effective refunded by the Senior Creditor or be reinstated, as paid by the case may be, if at Senior Creditor to any time other Person; or
(k) any payment of any of the Obligations is rescinded or must otherwise be returned by any Agent or Bank upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. The Subordinated Creditors authorize the Agents and the Banks, without notice or demand and without affecting or impairing the Subordinated Creditors' obligations hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment modification of, or otherwise change the waiver of compliance with, any terms of this Agreement with respect to any party hereto; or
(l) any neglect, delay, omission, failure or refusal of the Obligations, including, without limitation, Senior Creditor to increase or decrease the rate of interest thereon or the principal amount thereof; (b) take or hold security for the payment of prosecute any of the Obligations and exchange, enforce, foreclose upon, waive and release action against any such security; (c) apply such security and direct the order or manner of sale thereof as the Agents and the Banks, Person in their sole discretion, may determine; (d) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (e) exercise or refrain from exercising any rights against the Borrower or any other Personconnection with this Agreement.
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