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 the applicable Borrower or the unenforceability of the applicable Borrower's Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable Borrower (other than the final and indefeasible payment in full in cash of such Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, any other 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 waives any defense based on or arising out of any defense of the applicable Borrower ROC or the unenforceability of the applicable Borrower's ROC’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable Borrower ROC (other than the final and indefeasible payment in full in cash of such Borrower's ROC’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's ROC’s Obligations, make any other accommodation with the applicable Borrower ROC or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower ROC or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's ROC’s Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable BorrowerROC, any other 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 Borrower waives any defense based on or arising out of any defense of the applicable Borrower any Loan Party or the unenforceability of the applicable Borrower's Guaranteed Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of the applicable Borrower (any Loan Party, other than the final and indefeasible payment satisfaction in full in cash of such Borrower's the Guaranteed Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) the termination of all of the Commitments under the Credit Agreement shall survive or the termination of its guarantee hereunder to the Loan Documents and the payment extent provided in full of all obligations referred to in such Section 8.04(f))12 below. The Administrative Agent and the other Guaranteed Parties Lenders may, at their election, foreclose on any collateral security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Guaranteed Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder the Borrower except to the extent the applicable Borrower's Guaranteed Obligations have been fully, finally and indefeasibly paid satisfied in cashfull and all of the Commitments under the Credit Agreement have been terminated or the termination of its guarantee hereunder to the extent provided in Section 12 below. 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 the applicable Borrower, Holdings or any Subsidiary Loan Party or any other 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 the applicable Borrower any Loan Party or the unenforceability of the applicable Borrower's Guaranteed Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of the applicable Borrower (any Loan Party, other than the final and indefeasible payment satisfaction in full in cash of such Borrower's the Guaranteed Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) the termination of all of the Commitments under the Credit Agreement shall survive or the termination of its guarantee hereunder to the Loan Documents and the payment extent provided in full of all obligations referred to in such Section 8.04(f))12 below. The Administrative Agent Agent, the Issuing Banks and the other Guaranteed Parties Lenders may, at their election, foreclose on any collateral security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Guaranteed Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's Guaranteed Obligations have been fully, finally and indefeasibly paid satisfied in cashfull and all of the Commitments under the Credit Agreement have been terminated or the termination of its guarantee hereunder to the extent provided in Section 12 below. 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 the applicable Borrower, Borrower or any other Guarantor or guarantor, as the case may be, or any collateral security.

Defenses of Borrower Waived. (a) To the fullest extent permitted by applicable law, each of the Revolving Guarantors waives any defense based on or arising out of any defense of the applicable Borrower or the unenforceability of the applicable Borrower's ’s Revolving Credit Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable Borrower (other than the final and indefeasible payment in full in cash of such Borrower's ’s Revolving Credit Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other Revolving Credit 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's ’s Revolving Credit Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Revolving Guarantor hereunder except to the extent the applicable Borrower's ’s Revolving Credit Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Revolving 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 Revolving Guarantor against the applicable Borrower, any other Revolving 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the applicable Borrower or the unenforceability of the applicable Borrower's Senior Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of the applicable Borrower (Borrower, other than the final and indefeasible payment in full in cash of such Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f))Senior Obligations. The Administrative Senior Collateral Agent and the other Guaranteed Senior 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Senior Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the applicable Borrower's Senior Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, 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 waives any defense based on or arising out of any defense of the applicable Borrower RLP or the unenforceability of the applicable Borrower's RLP’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable Borrower RLP (other than the final and indefeasible payment in full in cash of such Borrower's RLP’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's RLP’s Obligations, make any other accommodation with the applicable Borrower RLP or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower RLP or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's RLP’s Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable BorrowerRLP, any other 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the applicable Borrower or the unenforceability of the applicable Borrower's Second Priority Debt Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of the applicable Borrower (Borrower, other than the final and indefeasible payment in full in cash of such Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f))Second Priority Debt Obligations. The Administrative Agent Second Priority Collateral Trustee and the other Guaranteed Second Priority Debt 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Second Priority Debt Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the applicable Borrower's Second Priority Debt Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, 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 waives any defense based on or arising out of any defense of the applicable Borrower or the unenforceability of the applicable Borrower's ’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable Borrower (other than the final and indefeasible payment in full in cash of such Borrower's ’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's ’s Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's ’s Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, any other 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the applicable any Borrower or the unenforceability of the applicable Borrower's Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable any Borrower (other than the final and indefeasible payment in full in cash of such Borrower's the Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Obligations, make any other accommodation with the applicable any Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable any Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the applicable Borrower's Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, any 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 the applicable Borrower or the unenforceability of the applicable Borrower's Obligations (or any agreement evidencing the Obligations) or any part thereof from any cause cause, or the cessation from any cause of the liability of the applicable Borrower (or any other Guarantor, other than the final and indefeasible payment in full in cash of such Borrower's all the Loan Document Obligations except contingent indemnification and reimbursement obligations(or, which pursuant to Section 8.04(f) in the case of an action seeking payment of less than all the Loan Document Obligations, payment in full in cash of the Credit Agreement shall survive the termination portion of the Loan Documents and the payment in full of all obligations referred to Document Obligations sought in such action) and payment of, or provision for, the Specified Obligations to the relevant Secured Parties as set forth in Section 8.04(f))10 in order for the Termination Date to occur. The Administrative Agent (and from and after the Loan Document Termination Date, the other Guaranteed Parties 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Obligations, make any other accommodation with the applicable Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the applicable Borrower's Obligations have been fully, finally and indefeasibly paid Termination Date (as defined in cashSection 10) has occurred. 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 the applicable Borrower, Borrower or any other 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the applicable any Guaranteed Borrower or the unenforceability of the applicable Borrower's Obligations or any part thereof from any cause or the cessation from any cause of the liability of the applicable any Guaranteed Borrower (other than the final and indefeasible payment in full in cash of such Borrower's the Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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, accept an assignment of any such collateral security in lieu of foreclosure, compromise or adjust any part of the applicable Borrower's Obligations, make any other accommodation with the applicable any Guaranteed Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable any Guaranteed Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the applicable Borrower's Obligations have been fully, finally and indefeasibly paid in cash. 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 the applicable Borrower, any Guaranteed Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any collateral security.