Common use of Defenses of Borrower Waived Clause in Contracts

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

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Borrower waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the payment final and indefeasible satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations). Subject and the termination of all of the Commitments under the Credit Agreement or the termination of its guarantee hereunder to the terms of the Security Documents, the Collateral extent provided in Section 12 below. The Administrative Agent and the other Secured Parties Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder the Borrower except to the extent the Guaranteed Obligations have been fully paid fully, finally and indefeasibly satisfied in cash (other than contingent indemnification obligations). To full and all of the Commitments under the Credit Agreement have been terminated or the termination of its guarantee hereunder to the extent permitted by provided in Section 12 below. Pursuant to applicable law, each of the Guarantors Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor the Borrower against Holdings or any Subsidiary Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

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

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

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

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

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

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

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

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

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

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors Guarantor waives any defense based on or arising out of any defense of any Loan Party the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Partythe Borrower, other than the final payment in full in cash of all the Loan Document Obligations (or, in the case of an action seeking payment of less than all the Loan Document Obligations, payment in full in cash of the Guaranteed portion of the Loan Document Obligations (other than contingent indemnification obligationssought in such action). Subject to the terms of the Security Documents, the Collateral The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Loan Party the 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 all the Guaranteed Loan Document Obligations have been fully paid in cash (other than contingent indemnification obligations)full in cash. To the extent permitted by Pursuant to applicable law, each of the Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

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

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

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

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

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

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the 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 of the Guaranteed Obligations (other than contingent indemnification obligations)Second Priority Debt Obligations. Subject to the terms of the Security Documents, the The Second Priority Collateral Agent 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 (to the extent any such sale is permitted by applicable law)sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed 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 indefeasibly paid in cash (other than contingent indemnification obligations)cash. To the extent permitted by Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Loan Party the Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any security.