Common use of Defenses of Borrower Waived Clause in Contracts

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations). Subject to the terms of the Security Documents, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law), accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully paid in cash (other than contingent indemnification obligations). To the extent permitted by applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final payment in full in cash or Cash Equivalents of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent The Agents and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and finally paid in cash (other than contingent indemnification obligations)or Cash Equivalents. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Secured Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Secured Obligations, make any Virtus Investment Partners, Inc. Guarantee Agreement other accommodation with any Loan Party the Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Secured Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorGuarantor, as the case may beapplicable, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any the defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Loan Party or any other guarantor or exercise any other right or remedy available to them against the Borrower or any other Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party Borrower or any Guarantor, the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan PartyBorrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their its election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against any Loan Party Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties Lenders may, at their electionelection following the occurrence and during the continuance of an Event of Default, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Revolving Credit Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Revolving Credit Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Revolving Credit Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Revolving Credit Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted --------------------------- by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security DocumentsCollateral Agency and Intercreditor Agreement, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Guaranteed Obligations have been fully paid in cash (other than contingent indemnification obligations)fully, finally and indefeasibly paid. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted ---------------------------- by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Reimbursement Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Reimbursement Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Reimbursement Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Reimbursement Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability lack of genuineness, validity, regularity or the enforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent and the other The Secured Parties Party may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Subsidiary Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorSubsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party the Borrower or any other Subsidiary Guarantor or guarantorSubsidiary Guarantors, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by --------------------------- applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of any Loan Party, (other than the final and payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations). Subject to the terms Obligations) of the Security Documents, the Borrower. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, guarantor or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any the defense of the Borrower, Vesper or any other Loan Party or the unenforceability of the Guaranteed Borrower Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, Vesper or any other Loan Party, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Borrower Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Borrower Obligations, make any other accommodation with the Borrower, Vesper or any other Loan Party or any other guarantor or exercise any other right or remedy available to them against the Borrower, Vesper or any other Loan Party or any other guarantor, without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Guaranteed Borrower Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against any Loan Party the Borrower, Vesper or any other Guarantor Loan Party or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Subsidiary Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorSubsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party the Borrower or any other Subsidiary Guarantor or guarantorSubsidiary Guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Parent Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Parent Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Parent Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Parent Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Parent Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorGuarantor, as the case may beapplicable, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Revolver Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Revolver Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Revolver Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Revolver Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Company waives any defense based on or arising out of any defense of any Loan Party the Subsidiary Borrower or the unenforceability of the Guaranteed Guarantied Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Subsidiary Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Guarantied Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Guarantied Obligations, make any other accommodation with any Loan Party the Subsidiary Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Subsidiary Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder the Company under this Article X except to the extent the Guaranteed Guarantied Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Company waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor the Company against any Loan Party the Subsidiary Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of Borrower or any Loan Party other Obligor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Borrower or any Loan Partyother Obligor, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent and the other Secured Parties Lender may, at their its election, foreclose on any security security, if any, held by one or more of them it by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party Borrower or any other guarantor Obligor or exercise any other right or remedy available to them against any Loan Party Borrower or any other guarantorObligor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party Borrower or any other Guarantor or guarantor, as the case may be, Obligor or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent The Agents and the other Secured Parties may, at their election, foreclose on any Collateral security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such Collateral security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Secured Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and finally paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Borrower waives any defense based on or arising out of any defense of any Loan Party Designated Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan PartyDesignated Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party Designated Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor the Borrower hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor the Borrower against any Loan Party Designated Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable lawApplicable Law, each of the Facility Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Facility Guarantor, or exercise any other right or remedy available to them against any Loan Party Borrower or any other guarantorFacility Guarantor, without affecting or impairing in any way the liability of any Facility Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by applicable lawPursuant to Applicable Law, each of the Facility Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable lawApplicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Facility Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorFacility Guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent --------------------------- permitted by applicable law, each of the Guarantors Borrower waives any defense based on or arising out of any defense of any Loan Party Designated Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan PartyDesignated Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party Designated Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor the Borrower hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor the Borrower against any Loan Party Designated Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent and the other Secured Parties The Bank may, at their its election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorGuarantor, as the case may beapplicable, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or grantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorguarantor or grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorguarantor or grantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent --------------------------- permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Investor Revolver Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Investor Revolver Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Investor Revolver Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Investor Revolver Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower, any Loan Party Party, or any other guarantor or exercise any other right or remedy available to them against the Borrower, any Loan Party Party, or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Subsidiary Guarantor waives any defense based on or arising out of any defense of Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Borrower or any other Loan Party, other than the final payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with Borrower or any other Loan Party or any other guarantor or exercise any other right or remedy available to them against Borrower or any other Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and finally paid in cash (other than contingent indemnification obligations)cash. To the fullest extent permitted by applicable law, each of the Guarantors Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party Borrower or any other Guarantor Loan Party or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted --------------------------- by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party either Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partyeither Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security DocumentsThe Agents, the Collateral Agent Issuing Banks and the other Secured Parties Banks may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party either Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party either Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party either Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantorParty, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantorGuarantor, as the case may beapplicable, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor Subsidiary Guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantorSubsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Guaranteed Obligations have been fully indefeasibly paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party the Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to To the terms of the Security Documentsfullest extent permitted by law, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and finally paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors waives waives, to the fullest extent permitted by law, any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any the defense of any Borrower or other Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Borrower or other Loan Party or any other guarantor or exercise any other right or remedy available to them against any Borrower or other Loan Party or any other guarantor, without affecting or impairing in any way the liability of any either Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party Borrower, the other Guarantor or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Loan Party Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of any Loan Party, Borrower (other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligationsObligations). Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any collateral security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any collateral security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible performance or payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their electionelection and in accordance with the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible performance or payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security Documents, the The Collateral Agent and the other Secured Parties may, at their electionelection and in accordance with the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)Obligations. Subject to the terms of the Security DocumentsThe Lenders, the Collateral Agent Agents and the other Secured Parties Co-Agent may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the Borrower or any other guarantor or exercise any other right or remedy available to them against any Loan Party the Borrower or any other guarantor, without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Guaranteed Obligations have been fully fully, finally and indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.