Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. All rights and interest of the Lenders hereunder, and all agreements and obligations of the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of: any lack of validity or enforceability of any document evidencing Senior Indebtedness; any change in the time, manner or place of payment of, or any other term of, all or any of the Senior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the 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 guaranty or Loan Document, for all or any of the Senior Indebtedness; 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 (other 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, any Obligor in respect of the Senior Indebtedness or 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to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, in its sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest interests of the Senior Lenders and Agent hereunder, and all agreements and obligations of the Subordinated Creditors Creditor and Companies hereunder, shall remain in full force and effect irrespective of: of (a) any lack of validity or enforceability of any document evidencing any of the Senior IndebtednessDebt; (b) any change in the time, manner or place of payment of, or any other term of, all or any of the Senior IndebtednessDebt, or any other permitted amendment or waiver of or any release or consent to departure from any of the documents evidencing or relating to the Senior IndebtednessDebt Documents; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty or Loan Document, collateral for all or any of the Senior IndebtednessDebt; (c) any failure of a 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 Loan DocumentSenior Debt Document other than this Agreement; (d) any reduction, limitation, impairment or termination of the Senior Indebtedness Debt for any reason (other than payment in full of the Senior Indebtedness)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 (other than the defense of payment in full of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuinenessnon-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)Debt; and (e) 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, any Obligor Companies in respect of the Senior Indebtedness Debt or the Subordinated Creditors Creditor in respect of this Subordination Agreement. This Subordination 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 Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders mayDebt Documents, without notice or demand and without affecting or impairing the Subordinated Creditors’ Creditor's obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of modify the Senior Indebtedness or Debt Documents at any part thereof, including time without notice to increase or decrease the rate of interest thereon or the principal amount thereof, consent of Subordinated Creditor; (ii) take or hold security for the payment of the Senior Indebtedness Debt and exchange, enforce, foreclose upon, waive and release any such security, ; (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, Agent and Senior Lenders in its their sole discretion, may determine, ; (iv) release and substitute one or more endorsers, warrantors, borrower borrowers or other obligor, obligors; and (v) exercise or refrain from exercising any rights against 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. ​ ​

Obligations Hereunder Not Affected. All rights and interest of the Lenders hereunder, and all agreements and obligations of the Subordinated Creditors hereunder, shall remain in full force and effect irrespective of: any lack of validity or enforceability of any document evidencing Senior Indebtedness; any change in the time, manner or place of payment of, or any other term of, all or any of the Senior Indebtedness, or any other amendment or waiver of or any consent to departure from any of the 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 guaranty or Loan Document, for all or any of the Senior Indebtedness; any failure of a 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 (other 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, nongenuinenessnon-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, any Obligor in respect of the Senior Indebtedness or 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 Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties RepresentativeMajority Lenders, in its their sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest of the Senior Agent and Senior Lenders hereunder, and all agreements agreements, obligations and obligations of the Subordinated Creditors provisions binding upon each Company Stockholder and Parent hereunder, shall remain in full force and effect irrespective of: (1) any lack of validity or enforceability of any document evidencing any of the Senior IndebtednessDebt; (2) any change in the time, manner or place of payment of, or any other term of, all or any of the Senior IndebtednessDebt, or any other permitted amendment or waiver of or any release or consent to departure from any of the documents evidencing or relating to the Senior IndebtednessDebt Documents; (3) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty or Loan Document, collateral for all or any of the Senior IndebtednessDebt; (4) any failure of a any Senior Lender or Senior 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 Loan Senior Debt Document; (5) any reduction, limitation, impairment or termination of the Senior Indebtedness Debt for any reason (other than payment in full of the Senior Indebtedness)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Parent and each Company Stockholder hereby waives and 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, nongenuinenessnongenuiness, 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)Debt; and (6) any other circumstance circumstance, whether similar or dissimilar which might otherwise constitute a defense (other than the defense of payment in full of the Senior Indebtedness) available to, or a discharge of, Parent, the Company, the Borrower or any Obligor of their Subsidiaries in respect of the Senior Indebtedness Debt or the Subordinated Creditors any Company Stockholder in respect of this Subordination AgreementSection 7.2(g). This Subordination Agreement shall continue to be effective or be reinstated, as The Senior Lenders and Senior Agent may in accordance with the case may be, if at any time any payment of any terms of the Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders mayDebt Documents, without notice or demand and without affecting or impairing the Subordinated Creditors’ any Person’s obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness Debt or any part thereof, including including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof, ; (ii) take or hold security for the payment of the Senior Indebtedness Debt and exchange, enforce, foreclose upon, waive and release any such security, ; (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, Senior Agent and Senior Lenders in its their sole discretion, may determine, ; (iv) release and substitute one or more endorsers, warrantors, borrower borrowers or other obligor, obligors; and (v) exercise or refrain from exercising any rights against Borrower Parent, the Company, Borrower, any of their Subsidiaries or any other Person.

Obligations Hereunder Not Affected. All rights and interest interests of the Lenders Senior Secured Parties and Agent hereunder, and all agreements and obligations of each Subordinated Lender and the Subordinated Creditors Company hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any document evidencing any of the Senior IndebtednessDebt; (b) any change in the time, manner or place of payment of, or any other term of, all or any of the Senior IndebtednessDebt, or any other amendment or waiver of or any release or consent to departure from any of the documents evidencing or relating to the Senior IndebtednessDebt Documents; (c) any exchange, release or non-perfection of any collateral, collateral or any release or amendment or waiver of or consent to departure from any guaranty or Loan Document, for all or any of the Senior IndebtednessDebt; (d) any failure of a Lender any Senior Secured Party 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 Loan Senior Debt Document; (e) any reduction, limitation, impairment or termination of the Senior Indebtedness Debt for any reason (other than payment in full of the Senior Indebtedness)reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Parent, each Loan Party and each Subordinated Lender 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, nongenuinenessnongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affectingaffect, 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)Debt; 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, any Obligor Loan Party in respect of the Senior Indebtedness Debt or the any Subordinated Creditors Lender in respect of this Subordination Agreement. This Subordination Agreement shall continue to be effective or be reinstatedEach Subordinated Lender acknowledges and agrees that Senior Secured Parties and Agent may, as in accordance with the case may be, if at any time any payment of any terms of the Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders mayDebt Documents, without notice or demand and without affecting or impairing the such Subordinated Creditors’ Lender’s obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness Debt or any part thereof, including including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof, ; (ii) take or hold security for the payment of the Senior Indebtedness Debt and exchange, enforce, foreclose upon, waive and release any such security, ; (iii) apply such security and direct the order or manner of sale thereof as the Agent and Senior Secured Parties Representative, in its their sole discretion, may determine, ; (iv) release and substitute one or more endorsers, warrantors, borrower borrowers or other obligor, obligors; and (v) exercise or refrain from exercising any rights against Borrower the Company or any other Person.

Obligations Hereunder Not Affected. All To the maximum extent permitted by applicable law, all rights and interest interests of the Administrative Agent and the Lenders hereunder, and all agreements and obligations of the each Subordinated Creditors hereunderCreditor and each Debtor under this Subordination Agreement, shall remain in full force and effect irrespective of: any lack of validity or enforceability of the Credit Agreement, the Notes, or any document evidencing Senior Indebtednessother Loan Document, or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior IndebtednessObligations, or any other amendment or waiver of or any consent to or departure from the Credit Agreement, the Notes or any of the documents evidencing or relating to the Senior Indebtednessother Loan Document; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty or Loan Document, for all or any of the Senior Indebtedness; any failure of a Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions enforcement of any Loan Document; any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than payment in full of the Senior Indebtedness), including the taking, holding or sale of any claim of waiverproperty or interests in property, releasenow owned or hereafter acquired by the Parent, 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 ofUS Borrower, or any other event of their respective Subsidiaries, the Guarantors or occurrence affectingany of their Subsidiaries in or upon which a Lien is granted or purported to be granted, if any, or any termination or release of same; any refusal of payment by the Administrative Agent or any Lender, in whole or in part, from any obligor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Senior Indebtedness (which each Obligor and each Subordinated Creditor hereby waives any right to Creditor; 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, any Obligor in respect of the Senior Indebtedness a Debtor or the a Subordinated Creditors in respect of this Subordination AgreementCreditor or third party guarantor or surety. 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 Senior Indebtedness Obligations is rescinded or must otherwise be returned by a the Administrative Agent, any Lender or any other Person upon the insolvency, bankruptcy, bankruptcy or reorganization or similar event of any Obligor a Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, in its sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest interests of the Lenders holders of Senior Indebtedness hereunder, and all agreements and obligations of the Subordinated Creditors hereunderPayee and Payor under this Section 3, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any document evidencing present or future guaranty of the Credit Agreement or any other Senior IndebtednessIndebtedness 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 Indebtedness, or any other amendment or waiver of or any consent to any departure from the 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 the documents evidencing its subsidiaries or relating to the Senior Indebtednessotherwise; (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 or Loan Documentguaranty, for all or any of the Senior Indebtedness; (iv) any failure manner of a Lender application of collateral, or proceeds thereof, to assert all or any claim of the Senior Indebtedness, or to enforce any right manner of sale or remedy against other disposition of any collateral for all or any of the Senior Indebtedness or any other party hereto under the provisions assets of Payor or any Loan Documentof its subsidiaries; (v) any reductionchange, limitation, impairment restructuring or termination of the Senior Indebtedness for any reason (other than payment in full corporate structure or existence 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, Payor or any other event of its subsidiaries; 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 vi) 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, any Obligor in respect of the Senior Indebtedness Payor or the Subordinated Creditors in respect a subordinated creditor. The provisions of this Subordination Agreement. This Subordination 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 Senior Indebtedness is rescinded or must otherwise be returned by a Lender the holders of Senior Indebtedness upon the insolvency, bankruptcy, bankruptcy or reorganization or similar event of any Obligor Payor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, (ii) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties Representative, in its sole discretion, may determine, (iv) release and substitute one or more endorsers, warrantors, borrower or other obligor, and (v) exercise or refrain from exercising any rights against Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interest of the Lenders Senior Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditors and Company hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any document evidencing any of the Senior IndebtednessDebt; (b) any change in the time, manner or place of payment of, or any other term of, all or any of the Senior IndebtednessDebt, or any other permitted amendment or waiver of or any release or consent to departure from any of the documents evidencing or relating to the Senior IndebtednessDebt Documents; (c) 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 or Loan Document, collateral for all or any of the Senior IndebtednessDebt; (d) any failure of a Lender 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 Loan DocumentSenior Debt Document other than this Agreement; (e) any reduction, limitation, impairment or termination of the Senior Indebtedness Debt for any reason (other than payment in full of the Senior Indebtedness)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 (other than the defense of payment in full of the Senior Indebtedness) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuinenessnongenuiness, 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)Debt; 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, any Obligor (i) Company in respect of the Senior Indebtedness Debt or the (ii) any Subordinated Creditors Creditor in respect of this Subordination Agreement. This Subordination 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 Senior Indebtedness is rescinded or must otherwise be returned by a Lender upon the insolvency, bankruptcy, reorganization or similar event of any Obligor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Lenders mayDebt Documents, without notice or demand and without affecting or impairing the such Subordinated Creditors’ Creditor's obligations hereunder, from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of modify the Senior Indebtedness or any part thereof, including to increase or decrease the rate of interest thereon or the principal amount thereof, Debt Documents; (ii) take or hold security for the payment of the Senior Indebtedness Debt and exchange, -10- enforce, foreclose upon, waive and release any such security, ; (iii) apply such security and direct the order or manner of sale thereof as the Secured Parties RepresentativeAgent and Senior Lenders, in its their sole discretion, may determine, ; (iv) release and substitute one or more endorsers, warrantors, borrower borrowers or other obligor, obligors; and (v) exercise or refrain from exercising any rights against 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. 2.10.