Common use of Defenses of Borrower Waived Clause in Contracts

Defenses of Borrower Waived. To the fullest extent permitted by applicable law, the Guarantor waives any defense based on or arising out of the defense of the Borrower, Vesper or any other Loan Party or the unenforceability of the 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 Borrower Obligations. The Collateral Agent and the 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 Borrower Obligations, make any other accommodation with the Borrower, Vesper or any other Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower, Vesper or any other Loan Party or guarantor, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Borrower Obligations have been fully, finally and indefeasibly paid in cash. To the fullest extent permitted by applicable law, the 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 the Guarantor against the Borrower, Vesper or any other 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 Guarantor Subsidiary Guarantors waives any defense based on or arising out of the any defense of the Borrower, Vesper or any other Loan Party Borrower or the unenforceability of the Borrower Second Priority Debt 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 Borrower Second Priority Debt Obligations. The Second Priority Collateral Agent Trustee and the Secured other Second Priority Debt Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Borrower Second Priority Debt Obligations, make any other accommodation with the Borrower, Vesper Borrower or any other Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower, Vesper Borrower or any other Loan Party or guarantor, without affecting or impairing in any way the liability of the any Subsidiary Guarantor hereunder except to the extent that the Borrower Second Priority Debt Obligations have been fully, finally and indefeasibly paid in cash. To the fullest extent permitted by Pursuant to applicable law, each of the Guarantor 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 the such Subsidiary Guarantor against the Borrower, Vesper Borrower or any other Loan Party 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 Guarantor Guarantors waives any defense based on or arising out of the defense of the Borrower, Vesper or any other Loan Party or the unenforceability of the 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 Borrower Obligations. The Collateral Agent and the 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 Borrower Obligations, make any other accommodation with the Borrower, Vesper or any other Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower, Vesper or any other Loan Party or guarantor, without affecting or impairing in any way the liability of the any Guarantor hereunder except to the extent the Borrower Obligations have been fully, finally and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each of the Guarantor 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 the such Guarantor against the Borrower, Vesper or any other 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 Guarantor Subsidiary Guarantors waives any defense based on or arising out of the any defense of the Borrower, Vesper or any other Loan Party Borrower or the unenforceability of the Borrower Second Priority Debt 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 Borrower Second Priority Debt Obligations. The Second Priority Collateral Agent Trustee and the Secured other Second Priority Debt Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Borrower Second Priority Debt Obligations, make any other accommodation with the Borrower, Vesper Borrower or any other Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower, Vesper Borrower or any other Loan Party or guarantor, without affecting or impairing in any way the liability of the any Subsidiary Guarantor hereunder except to the extent the Borrower Second Priority Debt Obligations have been fully, finally and indefeasibly paid in cash. To the fullest extent permitted by Pursuant to applicable law, each of the Guarantor 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 the such Subsidiary Guarantor against the Borrower, Vesper Borrower or any other Loan Party 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 Guarantor Subsidiary Guarantors waives any defense based on or arising out of the any defense of the Borrower, Vesper or any other Loan Party Borrower or the unenforceability of the Borrower Second Priority Debt 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 Borrower Second Priority Debt Obligations. The Second Priority Collateral Agent Trustee and the Secured other Second Priority Debt Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Borrower Second Priority Debt Obligations, make any other accommodation with the Borrower, Vesper Borrower or any other Loan Party or guarantor or exercise any other right or remedy available to them against the Borrower, Vesper Borrower or any other Loan Party or guarantor, without affecting or impairing in any way the liability of the any Subsidiary Guarantor hereunder except to the extent the Borrower Obligations Second Priority Debt have been fully, finally and indefeasibly paid in cash. To the fullest extent permitted by Pursuant to applicable law, each of the Guarantor 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 the such Subsidiary Guarantor against the Borrower, Vesper Borrower or any other Loan Party Subsidiary Guarantor or guarantor, as the case may be, or any security.