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 ROC or the unenforceability of ROC’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC (other than the final and indefeasible payment in full in cash of ROC’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROC’s Obligations, make any other accommodation with ROC or any other guarantor or exercise any other right or remedy available to them against ROC or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROC’s Obligations have been fully, finally and indefeasibly paid 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 ROC, any other 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 ROC the applicable Borrower or the unenforceability of ROC’s the applicable Borrower's Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC the applicable Borrower (other than the final and indefeasible payment in full in cash of ROC’s such Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROC’s the applicable Borrower's Obligations, make any other accommodation with ROC the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against ROC the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROC’s the applicable Borrower's Obligations have been fully, finally and indefeasibly paid 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 ROCthe applicable Borrower, any other 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 Guarantor waives any defense based on or arising out of any defense of ROC any Loan Party or the unenforceability of ROC’s the Guaranteed Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of ROC (any Loan Party, other than the final and indefeasible payment satisfaction in full in cash of ROC’s the Guaranteed Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) the termination of all of the Commitments under the Credit Agreement shall survive or the termination of its guarantee hereunder to the Loan Documents and the payment extent provided in full of all obligations referred to in such Section 8.04(f))12 below. The Administrative Agent Agent, the Issuing Banks and the other Guaranteed Parties Lenders 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 ROC’s the Guaranteed Obligations, make any other accommodation with ROC or any other guarantor or exercise any other right or remedy available to them against ROC Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROC’s the Guaranteed Obligations have been fully, finally and indefeasibly paid satisfied in cashfull and all of the Commitments under the Credit Agreement have been terminated or the termination of its guarantee hereunder to the extent provided in Section 12 below. 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 ROC, the Borrower or any other 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 ROC RLP or the unenforceability of ROCRLP’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC RLP (other than the final and indefeasible payment in full in cash of ROCRLP’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROCRLP’s Obligations, make any other accommodation with ROC RLP or any other guarantor or exercise any other right or remedy available to them against ROC RLP or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROCRLP’s Obligations have been fully, finally and indefeasibly paid 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 ROCRLP, any other 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 ROC the Borrower or the unenforceability of ROC’s the Senior Obligations or any part thereof from any cause cause, or the cessation from any cause of the liability of ROC (the Borrower, other than the final and indefeasible payment in full in cash of ROC’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f))Senior Obligations. The Administrative Senior Collateral Agent and the other Guaranteed Senior 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 ROC’s the Senior Obligations, make any other accommodation with ROC the Borrower or any other guarantor or exercise any other right or remedy available to them against ROC the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent ROC’s the Senior Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against ROC, the Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any collateral security.

Defenses of Borrower Waived. (a) To the fullest extent permitted by applicable law, each of the Revolving Guarantors waives any defense based on or arising out of any defense of ROC the applicable Borrower or the unenforceability of ROCthe applicable Borrower’s Revolving Credit Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC the applicable Borrower (other than the final and indefeasible payment in full in cash of ROCsuch Borrower’s Revolving Credit Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other Revolving Credit 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 applicable Borrower’s Revolving Credit Obligations, make any other accommodation with the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Revolving Guarantor hereunder except to the extent the applicable Borrower’s Revolving Credit Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Revolving 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 Revolving Guarantor against the applicable Borrower, any other Revolving Guarantor or guarantor, as the case may be, or any collateral security. (b) To the fullest extent permitted by applicable law, each of the Term Loan Guarantors waives any defense based on or arising out of any defense of ROC or the unenforceability of ROC’s Term Loan Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC (other than the final and indefeasible payment in full in cash of ROC’s Term Loan Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other Term Loan 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 ROC’s Term Loan Obligations, make any other accommodation with ROC or any other guarantor or exercise any other right or remedy available to them against ROC or any other guarantor, without affecting or impairing in any way the liability of any Term Loan Guarantor hereunder except to the extent ROC’s Term Loan Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Term Loan 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 Term Loan Guarantor against ROC, any other Term Loan 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 Guarantor waives any defense based on or arising out of any defense of ROC the Borrower or the unenforceability of ROC’s the Obligations (or any agreement evidencing the Obligations) or any part thereof from any cause cause, or the cessation from any cause of the liability of ROC (the Borrower or any other Guarantor, other than the final and indefeasible payment in full in cash of ROC’s all the Loan Document Obligations except contingent indemnification and reimbursement obligations(or, which pursuant to Section 8.04(f) in the case of an action seeking payment of less than all the Loan Document Obligations, payment in full in cash of the Credit Agreement shall survive the termination portion of the Loan Documents and the payment in full of all obligations referred to Document Obligations sought in such action) and payment of, or provision for, the Specified Obligations to the relevant Secured Parties as set forth in Section 8.04(f))10 in order for the Termination Date to occur. The Administrative Agent (and from and after the Loan Document Termination Date, the other Guaranteed Parties 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 ROC’s the Obligations, make any other accommodation with ROC the Borrower or any other guarantor Guarantor or exercise any other right or remedy available to them against ROC the Borrower or any other guarantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROC’s Obligations have been fully, finally and indefeasibly paid the Termination Date (as defined in cashSection 10) has occurred. 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 ROC, the Borrower or any other 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 ROC any Guaranteed Borrower or the unenforceability of ROC’s the Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC any Guaranteed Borrower (other than the final and indefeasible payment in full in cash of ROC’s the Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROC’s the Obligations, make any other accommodation with ROC any Guaranteed Borrower or any other guarantor or exercise any other right or remedy available to them against ROC any Guaranteed Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent ROC’s the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against ROC, any Guaranteed 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 Guarantors waives any defense based on or arising out of any defense of ROC the applicable Borrower or the unenforceability of ROCthe applicable Borrower’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC the applicable Borrower (other than the final and indefeasible payment in full in cash of ROCsuch Borrower’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)Obligations). The Administrative Agent and the other 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 ROCthe applicable Borrower’s Obligations, make any other accommodation with ROC the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against ROC the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROCthe applicable Borrower’s Obligations have been fully, finally and indefeasibly paid 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 ROCthe applicable Borrower, any other 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 ROC any Borrower or the unenforceability of ROC’s the Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC any Borrower (other than the final and indefeasible payment in full in cash of ROC’s the Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROC’s the Obligations, make any other accommodation with ROC any Borrower or any other guarantor or exercise any other right or remedy available to them against ROC any Borrower or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent ROC’s the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against ROC, any 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 Guarantors waives any defense based on or arising out of any defense of ROC the applicable Borrower or the unenforceability of ROCthe applicable Borrower’s Obligations or any part thereof from any cause or the cessation from any cause of the liability of ROC the applicable Borrower (other than the final and indefeasible payment in full in cash of ROCsuch Borrower’s Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)). The Administrative Agent and the other 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 ROCthe applicable Borrower’s Obligations, make any other accommodation with ROC the applicable Borrower or any other guarantor or exercise any other right or remedy available to them against ROC the applicable Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent ROCthe applicable Borrower’s Obligations have been fully, finally and indefeasibly paid 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 ROCthe applicable Borrower, any other Guarantor or guarantor, as the case may be, or any collateral security.