Common use of Defenses of Borrower Waived Clause in Contracts

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantors, as the case may be, or any security.

Appears in 2 contracts

Samples: Credit Agreement (Hechinger Co), Credit Agreement (Hechinger Co)

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Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Reimbursement Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Reimbursement Obligations. 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 Reimbursement Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Reimbursement Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 2 contracts

Samples: Guarantee Agreement (Memc Electronic Materials Inc), Reimbursement Agreement (Memc Electronic Materials Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the BorrowerBorrower or any other Loan Party, other than the indefeasible final payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary GuarantorLoan Party or guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly fully and finally paid in full in cash. Pursuant to To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor Loan Party or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (Burlington Industries Inc /De/)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower Borrower, any Loan Party, or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower Borrower, any Loan Party, or any other Subsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantors, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (Hechinger Co)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. The Collateral Agent 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary the Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary the Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (McMoran Exploration Co /De/)

Defenses of Borrower Waived. To the fullest extent --------------------------- permitted by applicable law, each of the Subsidiary Guarantors Borrower waives any defense based on or arising out of any defense of the any 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 the any Designated Borrower, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral 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 the any Designated Borrower or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor the Borrower hereunder except to the extent that all the Guaranteed Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary 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 Subsidiary Guarantor the Borrower against the any Designated Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

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 the defense of the any Borrower or other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowerany Borrower or any other Loan Party, other than the final and indefeasible payment in full in cash of all the Obligations. The 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 Obligations, make any other accommodation with the any Borrower or any other Subsidiary Guarantor Loan Party or guarantor or exercise any other right or remedy available to them against the any Borrower or any other Subsidiary GuarantorLoan Party or guarantor, without affecting or impairing in any way the liability of any Subsidiary either Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against any Borrower, the Borrower other Guarantor or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (Winstar Communications Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Subsidiary Guarantee Agreement (Donjoy LLC)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower borrower or any other Subsidiary Guarantor, guarantor without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable applicable, law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may bebe , or any security.

Appears in 1 contract

Samples: Guarantee Agreement (Huntsman Packaging Corp)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense based on or arising out of any defense of the Borrower 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 the Borrowerany Loan Party, other than the final and indefeasible performance or payment in full in cash of all the Guaranteed Obligations. The 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 the Borrower any other Loan Party or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, 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, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bristow Group Inc)

Defenses of Borrower Waived. To the fullest extent permitted --------------------------- by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (Ixl Enterprises Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (Intersil Holding Co)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Borrower waives any defense based on or arising out of any defense of the any 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 the any Designated Borrower, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral 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 the any Designated Borrower or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor the Borrower hereunder except to the extent that all the Guaranteed Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary 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 Subsidiary Guarantor the Borrower against the any Designated Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the either Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the either Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. The Collateral Agent 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 Obligations, make any other accommodation with the either Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the either Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the either Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Competitive Advance and Revolving Credit Facilities Agreement (Great Atlantic & Pacific Tea Co Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Revolver Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Revolver Obligations. 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 Revolver Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Revolver Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Guarantee Agreement (Memc Electronic Materials Inc)

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Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Investor Revolver Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Investor Revolver Obligations. 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 Investor Revolver Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Investor Revolver Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Guarantee Agreement (Memc Electronic Materials Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or grantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor or grantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor or grantor, as the case may be, or any security.

Appears in 1 contract

Samples: Guarantee Agreement (Fleming Companies Inc /Ok/)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the any Borrower or the unenforceability of the Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of the Borrower, any Borrower (other than the final and indefeasible payment in full in cash of all the Obligations). The Collateral 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 Obligations, make any other accommodation with the any Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the any Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the any Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any collateral security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Rayonier Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense based on or arising out of any defense of the Borrower or any 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 the BorrowerBorrower or any other Obligor, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral Agent 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 the Borrower or any other Subsidiary Guarantor Obligor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary GuarantorObligor, 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, finally and indefeasibly paid in full in cash. Pursuant to To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantors, as the case may be, Obligor or any security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Union Carbide Corp /New/)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary GuarantorsGuarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Subsidiary Guarantee Agreement (Lpa Services Inc)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible final payment in full in cash of all the Obligations. The 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been indefeasibly fully and finally paid in full in cash. Pursuant to applicable law, each of the Subsidiary 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 Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Credit Agreement (LTV Corp)

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower RFR or the unenforceability of the Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of the Borrower, RFR (other than the final and indefeasible payment in full in cash of all the Obligations). The Collateral 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 Obligations, make any other accommodation with the Borrower RFR or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower RFR or any other Subsidiary Guarantorguarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent that all the Obligations have been fully, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower RFR or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any collateral security.

Appears in 1 contract

Samples: Revolving Credit Agreement (Rayonier Inc)

Defenses of Borrower Waived. To the fullest extent --------------------------- permitted by applicable law, each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of all the Guaranteed Obligations. 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 the Borrower or any other Subsidiary Guarantor guarantor or exercise any other right or remedy available to them against the Borrower or any other Subsidiary Guarantorguarantor, 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, finally and indefeasibly paid in full in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary Guarantorsguarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Guarantee Agreement (Qhe Partnership)

Defenses of Borrower Waived. To the fullest extent permitted by applicable lawApplicable Law, each of the Subsidiary Facility Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the indefeasible payment in full in cash of all the Obligations. 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 Obligations, make any other accommodation with the Borrower or any other Subsidiary Guarantor Facility Guarantor, or exercise any other right or remedy available to them against the any Borrower or any other Subsidiary Facility Guarantor, without affecting or impairing in any way the liability of any Subsidiary Facility Guarantor hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Pursuant to applicable lawApplicable Law, each of the Subsidiary 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 Subsidiary Facility Guarantor against the Borrower or any other Subsidiary Guarantor or Subsidiary GuarantorsFacility Guarantor, as the case may be, or any security.

Appears in 1 contract

Samples: Guarantee (Dri I Inc)

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