Common use of Acknowledgments, Waivers and Consents Clause in Contracts

Acknowledgments, Waivers and Consents. (a) Each Guarantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee of, and each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the provision of security in the Collateral for, obligations of Persons other than such Grantor and that such Grantor’s guarantee and provision of security in the Collateral for the Secured Obligations are absolute, irrevocable and unconditional under any and all circumstances (subject to the terms of this Agreement and the other Note Documents and subject to any Requirements of Law). Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and in the Note Purchase Agreement and that the waivers set forth in clause (ii) below are knowingly made in contemplation of such benefits. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Note Documents, that each Grantor shall remain obligated hereunder (including with respect to each Guarantor, the guarantee made by it herein and, with respect to each Grantor, the security in the Collateral provided by such Grantor herein), and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Collateral Agent and the other Secured Parties under this Agreement and the other Note Documents, shall not be affected, limited, reduced, discharged or terminated in any way and hereby agrees that:

Acknowledgments, Waivers and Consents. (a) Each Guarantor Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee of, and each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the provision of collateral security in the Collateral for, the Secured Obligations, which obligations consist, in part, of the obligations of Persons other than such Grantor and that such Grantor’s guarantee and provision of collateral security in the Collateral for the Secured Obligations are absolute, irrevocable and unconditional under any and all circumstances (subject to the terms of this Agreement and the circumstances, except as expressly provided herein or in any other Note Documents and subject to any Requirements of Law). Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and in the Note Purchase Agreement and that the waivers set forth in clause (ii) below are knowingly made in contemplation of such benefitsLoan Document. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Note Loan Documents, that each Grantor shall remain obligated hereunder (including including, without limitation, with respect to each Guarantor, the guarantee made by it herein and, with respect to each Grantor, such Grantor hereby and the collateral security in the Collateral provided by such Grantor herein), ) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Collateral Administrative Agent and the other Secured Parties under this Agreement and the other Note Documents, Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way and hereby agrees thatway:

Acknowledgments, Waivers and Consents. (a) Each Guarantor Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee of, and each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the provision of collateral security in for the Collateral for, obligations of Persons other than such Grantor and that such Grantor’s 's guarantee and provision of collateral security in the Collateral for the Secured Obligations are absolute, irrevocable and unconditional under any and all circumstances (subject to the terms of this Agreement and the other Note Documents and subject to any Requirements of Law). Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and in the Note Purchase Agreement and that the waivers set forth in clause (ii) below are knowingly made in contemplation of such benefitscircumstances. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Note Loan Documents, that each Grantor shall remain obligated hereunder (including including, without limitation, with respect to each Guarantor, the guarantee made by it herein and, with respect to each Grantor, such Grantor hereby and the collateral security in the Collateral provided by such Grantor herein), ) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Collateral Administrative Agent and the other Secured Parties under this Agreement and the other Note Documents, Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way way: notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, any demand for payment of any of the Obligations made by the Administrative Agent or any other Secured Party may be rescinded by the Administrative Agent or such other Secured Party and any of the Obligations continued; the Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, the Administrative Agent or any other Secured Party; the Credit Agreement, the other Loan Documents, any Permitted Hedging Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, the Majority Lenders or all Lenders, as the case may be) may deem advisable from time to time; the Borrower, any Grantor or any other Person may from time to time accept or enter into new or additional agreements, security documents, guarantees or other instruments in addition to, in exchange for or relative to, any Loan Document or Permitted Hedge Agreement, all or any part of the Obligations or any Collateral now or in the future serving as security for the Obligations; any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; and any other event shall occur which constitutes a defense or release of sureties generally; and without regard to, and each Grantor hereby agrees that:expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of, the illegality, invalidity or unenforceability of the Credit Agreement, any other Loan Document, any Permitted Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor or any other Person against the Administrative Agent or any other Secured Party, the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Grantor or any other Person at any time liable for the payment of all or part of the Obligations or the failure of the Administrative Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of the any Grantor, or any changes in the shareholders of any Grantor; the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations; any failure of the Administrative Agent or any other Secured Party to marshal assets in favor of any Grantor or any other Person, to exhaust any collateral for all or any part of the Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Grantor or any other Person or to take any action whatsoever to mitigate or reduce any Grantor's liability under this Agreement or any other Loan Document; any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; the possibility that the Obligations may at any time and from time to time exceed the aggregate liability of such Grantor under this Agreement; or any other circumstance or act whatsoever, including any action or omission of the type which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Borrower for the Obligations, or of such Grantor under the guarantee contained in Article II or with respect to the collateral security provided by such Grantor herein, or which might be available to a surety or guarantor, in bankruptcy or in any other instance. Each Grantor hereby waives to the extent permitted by law: (i) except as expressly provided otherwise in any Loan Document, all notices to such Grantor, or to any other Person, including but not limited to, notices of the acceptance of this Agreement, the guarantee contained in Article II or the provision of collateral security provided herein, or the creation, renewal, extension, modification, accrual of any Obligations, or notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in Article II or upon the collateral security provided herein, or of default in the payment or performance of any of the Obligations owed to the Administrative Agent or any other Secured Party and enforcement of any right or remedy with respect thereto; or notice of any other matters relating thereto; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in Article II and the collateral security provided herein and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Grantor; and all dealings between the Borrower and any of the Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in Article II and on the collateral security provided herein; (ii) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (iii) any statute of limitations affecting any Grantor's liability hereunder or the enforcement thereof; (iv) all rights of revocation with respect to the Obligations, the guarantee contained in Article II and the provision of collateral security herein; and (v) all principles or provisions of law which conflict with the terms of this Agreement and which can, as a matter of law, be waived. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Grantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Grantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Grantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in Article II or any property subject thereto.