Second Priority Obligations Unconditional Clause Samples
The 'Second Priority Obligations Unconditional' clause establishes that the obligations of a second-priority lender or creditor are absolute and not contingent on any conditions. In practice, this means that the second-priority party must fulfill its commitments—such as making payments or performing duties—regardless of any disputes, defaults, or issues involving the first-priority lender. For example, even if the primary lender has not been paid or there is a disagreement between creditors, the second-priority party cannot withhold performance. This clause ensures certainty and reliability in multi-creditor arrangements by preventing the second-priority party from using external circumstances as a reason to delay or avoid its obligations.
Second Priority Obligations Unconditional. All rights and interests of the Second Priority Secured Parties hereunder, and all agreements and obligations of the First Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of:
(a) any lack of validity or enforceability of any Second Priority Document;
(b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Second Priority Document;
(c) any exchange, release, voiding, avoidance or 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 or restatement of all or any portion of the Second Priority Obligations or any guarantee or guaranty thereof; or
(d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the Second Priority Obligations or any First Priority Secured Party in respect of this Agreement.
Second Priority Obligations Unconditional. All rights and interests of the Second Priority Secured Parties hereunder, and all agreements and obligations of the First Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: