Common use of Defenses Waived Clause in Contracts

Defenses Waived. To the fullest extent permitted by applicable law, each Shareholder Guarantor waives any defense based on or arising out of the defense of its Related Shareholder or 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 its Related Shareholder or any Loan Party, other than the full and strict compliance by the Shareholder Guarantor of all the Guaranteed Obligations. The Collateral Agent may, at its election, foreclose on any security held by 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 any 10 252 Shareholder, Shareholder Guarantor, Loan Party or guarantor or exercise any other right or remedy available to it against Loan Party or guarantor, without affecting or impairing in any way the liability of any Shareholder Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly complied with. To the fullest extent permitted by applicable law, each Shareholder 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 Shareholder Guarantor against its Related Shareholder any Loan Party or guarantor, as the case may be, or any security.

Defenses Waived. To the fullest extent permitted by applicable law, each Shareholder Guarantor of the Guarantors waives any defense based on or arising out of the any defense of its Related Shareholder the Borrower or any Loan Party other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of its Related Shareholder the Borrower or any Loan Partyother Guarantor, other than the final payment in full and strict compliance by in cash of the Shareholder Guarantor of all the Guaranteed Obligations. The Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders may, at its their election, foreclose on any security held by it 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 any 10 252 Shareholder, Shareholder Guarantor, Loan Party Guarantor or any other guarantor or exercise any other right or remedy available to it them against Loan Party any Guarantor or any other guarantor, without affecting or impairing in any way the liability of any Shareholder Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly complied withpaid in cash. To the fullest extent permitted by Pursuant to applicable law, each Shareholder Guarantor 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 Shareholder Guarantor against its Related Shareholder any Loan Party other Guarantor or guarantor, as the case may be, or any security.

Defenses Waived. (a) To the fullest extent permitted by applicable law, each Shareholder Guarantor of the Subsidiary Guarantors waives any defense based on or arising out of the any defense of its Related Shareholder the Borrower or any Loan Party other Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of its Related Shareholder the Borrower or any Loan Partyother Subsidiary Guarantor, other than final and indefeasible payment in full in cash of the full and strict compliance by the Shareholder Guarantor of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at its their election, in accordance with the terms and subject to the conditions set forth in the Security Documents to which such Subsidiary Guarantor is a party, foreclose on any security held by it one or more of them by one or more judicial or nonjudicial non-judicial 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 10 252 Shareholder, Shareholder Guarantor, Loan Party or guarantor or exercise any other right or remedy available to it them against Loan Party the Borrower or guarantorany other Subsidiary Guarantor, or any security, without affecting or impairing in any way the liability of any Shareholder such Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly complied withpaid. To Each of the fullest extent permitted by applicable law, each Shareholder Guarantor Subsidiary Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Shareholder Subsidiary Guarantor against its Related Shareholder the Borrower or any Loan Party or guarantorother Subsidiary Guarantor, as the case may be, or any security.

Defenses Waived. To the fullest extent permitted by --------------- applicable law, each Shareholder Guarantor of the Guarantors waives any defense based on or arising out of the any defense of its Related Shareholder the Borrower or any Loan Party other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of its Related Shareholder the Borrower or any Loan Partyother Guarantor, other than the final payment in full and strict compliance by in cash of the Shareholder Guarantor of all the Guaranteed Obligations. The Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders may, at its their election, foreclose on any security held by it 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 any 10 252 Shareholder, Shareholder Guarantor, Loan Party Guarantor or any other guarantor or exercise any other right or remedy available to it them against Loan Party any Guarantor or any other guarantor, without affecting or impairing in any way the liability of any Shareholder Guarantor hereunder except to the extent the Guaranteed Obligations have been fully, finally and indefeasibly complied withpaid in cash. To the fullest extent permitted by Pursuant to applicable law, each Shareholder Guarantor 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 Shareholder Guarantor against its Related Shareholder any Loan Party other Guarantor or guarantor, as the case may be, or any security.

Defenses Waived. To the fullest extent permitted by applicable lawLaw, each Shareholder Foreign Subsidiary Guarantor waives any defense based on or arising out of the defense of its Related Shareholder or any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, cause or the cessation from any cause of the liability of its Related Shareholder or any Loan Party, (other than the final and indefeasible payment in full and strict compliance by in cash of the Shareholder Guarantor Obligations (other than contingent indemnification obligations), the termination of all Commitments and the Cash Collateralization of all L/C Obligations in accordance with the terms of the Credit Agreement) of the Borrowers or any other Person. Subject to the terms of the other Loan Documents, the Administrative Agent and the other Guaranteed Obligations. The Collateral Agent Parties may, at its their election, foreclose on any security held by it 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, any 10 252 Shareholder, Shareholder Guarantor, Loan Party Foreign Subsidiary Guarantor or any other guarantor or exercise any other right or remedy available to it them against Loan Party any Borrower or any other guarantor, without affecting or impairing in any way the liability of any Shareholder each Foreign Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations (other than contingent indemnification obligations) have been fully, finally and indefeasibly complied withpaid in cash. To Pursuant to and to the fullest extent permitted by applicable lawLaw, each Shareholder Foreign Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Shareholder each Foreign Subsidiary Guarantor against its Related Shareholder the Borrowers or any Loan Party or guarantor, as the case may be, other guarantor or any security.