Common use of ABL Obligations Unconditional Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ABL Obligations Unconditional. All rights and interests of the ABL Agents Secured Parties hereunder, and all agreements and obligations of the Second Lien Agent and the Loan Indenture Secured Parties (and, to the extent applicable, the Debtor Parties) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any ABL Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL Document; (iiic) prior to the ABL Obligations Payment Date, any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, refunding or restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party Grantor in respect of the ABL Obligations, or of any of the Second Lien Agent Indenture Agent, or any Loan PartyGrantor, to the extent applicable, in respect of this Agreement, other than a defense of performance or payment in full of the ABL Obligations.

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

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

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

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

ABL Obligations Unconditional. All rights of the ABL Agents Agent hereunder, and all agreements and obligations of the Second Lien Cash Flow Agent, any Additional Agent and the Loan Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (i1) any lack of validity or enforceability of any ABL Document; (ii2) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL Document; (iii3) any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (iv4) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the ABL Obligations, or of any of the Second Lien Cash Flow Agent, any Additional Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

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

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

ABL Obligations Unconditional. All rights of the ABL Agents Agent hereunder, and all agreements and obligations of the Second Lien Term Agent and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) 1. any lack of validity or enforceability of any ABL Document; (ii) 2. any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL DocumentDocument (but solely to the extent permitted pursuant to Section 5.2(a) above); (iii) 3. any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (iv) 4. any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the ABL Obligations, or of any of the Second Lien Term Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

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

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

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

ABL Obligations Unconditional. All rights of the ABL Agents Agent hereunder, and all agreements and obligations of the Second Lien 2025 Notes Agent, any Additional Agent and the Loan Credit Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any ABL Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL Document; (iiic) any exchange, release, voiding, avoidance or non non-perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the ABL Obligations, or of any of the Second Lien Agent or any Loan Party, to the extent applicable, in respect of this Agreement.

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

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

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

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

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

ABL Obligations Unconditional. All rights of the ABL Agents Agent hereunder, and all agreements and obligations of the Second Lien Term Agent and the Loan Credit Parties (to the 39168701_7 extent applicable) hereunder, shall, except as otherwise specifically provided herein, shall remain in full force and effect irrespective of: (ia) any lack of validity or enforceability of any ABL Document; (iib) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL Document; (iiic) any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (ivd) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Credit Party in respect of the ABL Obligations, or of any of the Second Lien Term Agent or any Loan Credit Party, to the extent applicable, in respect of this Agreement.

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

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

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

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

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

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

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

ABL Obligations Unconditional. All rights of the ABL Agents Agent hereunder, and all agreements and obligations of the Second Lien Agent Notes Collateral Agents and the Loan Parties (to the extent applicable) hereunder, shall, except as otherwise specifically provided herein, remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any ABL Document; (ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any ABL DocumentDocument (but solely to the extent permitted pursuant to Section 5.2(a) above); (iii) any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee or guaranty thereof; or (iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the ABL Obligations, or of any of US-DOCS\116541863.10 the Second Lien Agent Notes Collateral Agents or any Loan Party, to the extent applicable, in respect of this Agreement.

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

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