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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each Senior Collateral Agent and any other Senior Secured Party may, at its election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each Senior Collateral The Administrative Agent and any other Senior Secured Party the Lenders may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each Senior The Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the 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 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 Subsidiary Guarantors Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Loan Document Obligations (or, in the case of an action seeking payment of less than all the Loan Document Obligations, payment in full in cash of the Senior Obligationsportion of the Loan Document Obligations sought in such action). Each Senior Collateral The Administrative Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent all the Senior Loan Document Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary 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 Subsidiary Guarantor against 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each The Senior Collateral Agent and any other Senior Secured Party may, at its election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each Senior The Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Senior Obligations have been fully, finally and indefeasibly paid in cashcash or, in the case of Letters of Credit, cash collateral has been provided pursuant to Section 2.22(j) of the Credit Agreement. 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Second Priority Debt Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Second Priority Debt Obligations. Each Senior The Second Priority Collateral Agent Trustee and any the other Senior Secured Party Second Priority Debt Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Second Priority Debt Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Senior Obligations Second Priority Debt 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Senior Obligations. Each Senior The Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose in accordance with the provision of the Security Agreement and the Pledge Agreement on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, Borrower or any other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, Borrower or any other Subsidiary Guarantor or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Senior Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to To the fullest extent permitted by 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the applicable Borrower or the unenforceability of the Senior applicable Borrower’s Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of the Borrower, applicable Borrower (other than the final and indefeasible payment in full in cash of the Senior such Borrower’s Obligations). Each Senior Collateral The Administrative Agent and any the other Senior Secured Party Guaranteed Parties may, at its 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 Senior applicable Borrower’s Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor 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 Senior 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 Borrower or applicable Borrower, 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Second Priority Debt Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Second Priority Debt Obligations. Each Senior The Second Priority Collateral Agent Trustee and any the other Senior Secured Party Second Priority Debt Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Second Priority Debt Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that the Senior 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Senior Obligations. Each Senior The Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any Loan Party, or any other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor Loan Party, 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 Senior Obligations have been fully, finally and indefeasibly paid in full 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 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower RFR or the unenforceability of the Senior Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of the Borrower, RFR (other than the final and indefeasible payment in full in cash of the Senior Obligations). Each Senior Collateral The Administrative Agent and any the other Senior Secured Party Guaranteed Parties may, at its 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 Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor RFR or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor RFR or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the 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 Borrower RFR 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower any Loan Party or the unenforceability of the Senior Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowerany Loan Party, other than the final and indefeasible payment in full in cash of the Senior ObligationsGuaranteed Obligations (other than contingent indemnification obligations). Each Senior Subject to the terms of the Security Documents, the Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Guaranteed Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Loan Party or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor 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 Senior Guaranteed Obligations have been fully, finally and indefeasibly fully paid in cashcash (other than contingent indemnification obligations). Pursuant to To the extent permitted by 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 Borrower any Loan Party 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 Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Senior Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Senior Obligations. Each Senior The Collateral Agent and any the other Senior Secured Party Parties may, at its their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Senior Obligations, make any other accommodation with the Borrower, any other Subsidiary Guarantor Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower, any other Subsidiary Guarantor borrower or any other guarantor, guarantor without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Senior Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable 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 Borrower or any other Subsidiary Guarantor or guarantor, as the case may bebe , or any security.