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 final payment in full in cash or Cash Equivalents of the Guaranteed Obligations. 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, 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 or Cash Equivalents. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. Pursuant to 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 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 ObligationsObligations (other than contingent indemnification obligations). The Agents 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 salessales (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 and finally paid in cash or Cash Equivalents(other than contingent indemnification obligations). Pursuant to 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 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 or Cash Equivalents of the Guaranteed Secured Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 that all the Guaranteed Obligations have been fully and finally indefeasibly paid in cash or Cash Equivalentsfull in cash. 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.

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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Revolving Credit Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 or Cash Equivalents of the Guaranteed Obligations. The Agents and the other 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents and the other Secured Parties Administrative Agent may, at their 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 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 Senior 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 or Cash Equivalents of the Guaranteed Senior Obligations. The Agents Each Senior Collateral Agent and the any other Senior Secured Parties Party may, at their 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 Guaranteed Senior Obligations, make any other accommodation with the Borrower, any Loan Party other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, any Loan Party 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 Guaranteed Senior Obligations have been fully fully, finally and finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull in cash. 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 or Cash Equivalents of the Guaranteed Reimbursement Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final and indefeasible payment in full in cash or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull 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 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 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 or Cash Equivalents of all the Obligations. Subject to the terms of the Guaranteed Obligations. The Agents Collateral 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, 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 finally paid in cash or Cash Equivalentsindefeasibly paid. Pursuant to 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 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 Second Priority Debt 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 or Cash Equivalents of the Guaranteed Second Priority Debt Obligations. The Agents Second Priority Collateral Trustee and the other Secured Second Priority Debt Parties may, at 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 Guaranteed Second Priority Debt 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 that the Guaranteed Second Priority Debt Obligations have been fully fully, finally and finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final payment in full in cash or Cash Equivalents of the Guaranteed Obligations. 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, 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 or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Investor Revolver Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations and termination of all commitments to lend in respect of the Obligations. The Agents 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, 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 finally paid in cash or Cash Equivalentsand all commitments to lend in respect of the Obligations have been terminated. 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 or the Borrower, any other Guarantor or guarantorany other Loan Party, 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents Agents, the 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations) of the Borrower. The Agents 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, 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 finally paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentsor, 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 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 RFR 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, RFR (other than the final and indefeasible payment in full in cash or Cash Equivalents of the Guaranteed Obligations). The Agents 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, 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 RFR or any other guarantor or exercise any other right or remedy available to them against any Loan Party RFR 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 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 or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. Pursuant to 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 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 or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 or Cash Equivalentscash. Pursuant to 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentsfull in cash. 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 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 or Cash Equivalents of the Guaranteed Revolver Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of all the Guaranteed Borrower Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. Pursuant to 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents To the fullest 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, 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 or Cash Equivalentscash. 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 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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower, any Loan Party 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 Guaranteed Obligations have been fully and finally indefeasibly paid in cash or Cash Equivalentsfull 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 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 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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull in cash. Pursuant to applicable lawApplicable 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 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 Senior 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 or Cash Equivalents of the Guaranteed Senior Obligations. The Agents Senior Collateral Agent and the any other Senior Secured Parties Party may, at their 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 Guaranteed Senior Obligations, make any other accommodation with the Borrower, any Loan Party other Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to them against the Borrower, any Loan Party 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 Guaranteed Senior Obligations have been fully fully, finally and finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. Pursuant to 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 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 payment in full in cash or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 and finally paid in cash or Cash Equivalentsfull. Pursuant to applicable law, each of Guarantor waives, to the Guarantors waives fullest extent permitted by applicable 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 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. Pursuant to 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 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 or Cash Equivalents of the Guaranteed Obligations). The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents Collateral Agent and the other Secured Parties may, at 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 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 and finally indefeasibly paid in cash or Cash Equivalentsfull 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull 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 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 the Borrower or any Loan Partyother circumstances that might constitute a defense of the Borrower or any Guarantor, other than the final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents Administrative Agent, the Lenders and the other Secured Parties Issuing Banks may, at 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 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 that all the Guaranteed Obligations have been fully and finally indefeasibly paid in cash or Cash Equivalentsfull 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 any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any securityGuarantor.

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 final indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull 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 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents Administrative Agent and the other Secured Guaranteed Parties may, at 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 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final and indefeasible payment in full in cash or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 final and indefeasible payment in full in cash or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 any Loan Party the Borrower or any other Subsidiary Guarantor or guarantor, as the case may bebe , 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 ObligationsObligations (other than contingent indemnification obligations). The Agents 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, 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 or Cash Equivalents(other than contingent indemnification obligations). Pursuant to 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 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 or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 or Cash Equivalents of the Guaranteed Obligations. The Lenders, the 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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.

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 or Cash Equivalents of the Guaranteed Obligations. The Agents and the other Secured Parties 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, 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 finally indefeasibly paid in cash or Cash Equivalentscash. 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 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 indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. The Agents 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, 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 and finally indefeasibly paid in cash or Cash Equivalentsfull in cash. 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 Co-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 or the Co-Borrower, other than the final and indefeasible payment in full in cash or Cash Equivalents of the Guaranteed Obligations. The Agents 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, 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 the Borrower, Co-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 finally indefeasibly paid in cash or Cash Equivalentscash. 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, Co-Borrower or any other Guarantor or guarantor, as the case may be, or any security.