Common use of Defenses of Borrowers Waived Clause in Contracts

Defenses of Borrowers 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 Borrowers or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers, other than the final and indefeasible payment in full in cash of the Obligations. The U.S. 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 Borrowers or any other guarantor or exercise any other right or remedy available to them against the Borrowers or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Exhibit G-1 — Form of Amended and Restated U.S. Subsidiary Guarantee Agreement 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 a Borrower or any other Subsidiary Guarantor or guarantor, as the case may be, or any security. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the U.S. Collateral Agent or the other Secured Parties, in order to enforce payment by any Subsidiary Guarantor under this Agreement, to show any proof of a Borrower’s default, to exhaust the U.S. Collateral Agent or the other Secured Parties’ remedies against the Borrowers, any other guarantor, or any other Person liable for the payment or performance of the Obligations or to enforce any other means of obtaining payment or performance of the Obligations. The U.S. Collateral Agent and the other Secured Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Obligations.

Defenses of Borrowers 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 Borrowers any 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 Borrowersany Borrower, other than the final and indefeasible payment in full in cash of all the ObligationsObligations (subject to the terms of Section 11(b) of this Guarantee). The U.S. Collateral Agent Agents and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrowers any Borrower or any other guarantor Facility Guarantor, or exercise any other right or remedy available to them against the Borrowers any Borrower or any other guarantorFacility 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 fully, finally and indefeasibly paid in cashfull in cash (subject to the terms of Section 11(b) of this Guarantee). Pursuant to, and to applicable lawthe extent permitted by, Applicable Law, each of the Exhibit G-1 — Form of Amended and Restated U.S. Subsidiary Guarantee Agreement 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 a any Borrower or any other Subsidiary Guarantor or guarantorFacility Guarantor, as the case may be, or any security. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the U.S. Collateral Agent or the other Secured Parties, in order to enforce payment by any Subsidiary Guarantor under this Agreement, to show any proof of a Borrower’s default, to exhaust the U.S. Collateral Agent or the other Secured Parties’ remedies against the Borrowers, any other guarantor, or any other Person liable for the payment or performance of the Obligations or to enforce any other means of obtaining payment or performance of the Obligations. The U.S. Collateral Agent and the other Secured Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Obligations.

Defenses of Borrowers 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 Borrowers 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 Borrowersany Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations (other than indemnities and other similar contingent obligations surviving the termination of this Agreement for which no claim has been made and which are unknown and not calculable at the time of termination and those Obligations relating to the Hedging Obligations). The U.S. Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrowers or any other guarantor or exercise any other right or remedy available to them against the Borrowers Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly paid in cashcash (other than indemnities and other similar contingent obligations surviving the termination of this Agreement for which no claim has been made and which are unknown and not calculable at the time of termination and those Obligations relating to the Hedging Obligations). Pursuant to applicable law, each of the Exhibit G-1 — Form of Amended and Restated U.S. Subsidiary Guarantee Agreement 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 a Borrower the Borrowers or any other Subsidiary Guarantor or guarantor, as the case may be, or any security. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the U.S. Collateral Agent or the other Secured Parties, in order to enforce payment by any Subsidiary Guarantor under this Agreement, to show any proof of a Borrower’s default, to exhaust the U.S. Collateral Agent or the other Secured Parties’ remedies against the Borrowers, any other guarantor, or any other Person liable for the payment or performance of the Obligations or to enforce any other means of obtaining payment or performance of the Obligations. The U.S. Collateral Agent and the other Secured Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Obligations.

Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantors Parent Guarantor waives any defense based on or arising out of any defense of the Borrowers or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from for any cause of the liability of the Borrowers, other than the final and indefeasible payment in full in cash of the Obligations. The U.S. Collateral Administrative Agent and the other Secured Parties Creditors 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 Borrowers or any other guarantor or exercise any other right or remedy available to them against the Borrowers or any other guarantor, without affecting or impairing in any way the liability of any Subsidiary the Parent Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Exhibit G-1 — Form of Amended and Restated U.S. Subsidiary Guarantee Agreement Subsidiary Guarantors Parent 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 Parent Guarantor against a Borrower the Borrowers or any other Subsidiary Guarantor or guarantor, as the case may be, or any security. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the U.S. Collateral Agent or the other Secured Parties, in order to enforce payment by any Subsidiary Guarantor under this Agreement, to show any proof of a Borrower’s default, to exhaust the U.S. Collateral Agent or the other Secured Parties’ remedies against the Borrowers, any other guarantor, or any other Person liable for the payment or performance of the Obligations or to enforce any other means of obtaining payment or performance of the Obligations. The U.S. Collateral Agent and the other Secured Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Obligations.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

Defenses of Borrowers 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 Borrowers any 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 Borrowers, any Borrower other than the final and indefeasible payment in full in cash of the Obligations. The U.S. 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 Borrowers any Borrower or any other guarantor (including Terex under the Terex Guarantee Agreement), or exercise any other right or remedy available to them against the Borrowers any Borrower or any other guarantorguarantor (including Terex under the Terex Guarantee Agreement), without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Obligations have been fully, fully and finally and indefeasibly paid in cashcash or otherwise satisfied pursuant to the terms of the Loan Documents. Pursuant to applicable law, each of the Exhibit G-1 — Form of Amended and Restated U.S. Subsidiary Guarantee Agreement 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 a Borrower Terex or any other Subsidiary Guarantor or guarantor, as the case may be, or any security. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the U.S. Collateral Agent or the other Secured Parties, in order to enforce payment by any Subsidiary Guarantor under this Agreement, to show any proof of a Borrower’s default, to exhaust the U.S. Collateral Agent or the other Secured Parties’ remedies against the Borrowers, any other guarantor, or any other Person liable for the payment or performance of the Obligations or to enforce any other means of obtaining payment or performance of the Obligations. The U.S. Collateral Agent and the other Secured Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Obligations.