Common use of Lawsuits; Defenses; Setoff Clause in Contracts

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the Subordinated Creditor (i) waives the right by statute or otherwise to require the Senior Creditors to institute suit against the Company or to exhaust any rights and remedies which the Senior Creditors or any of them has or may have against the Company; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt has occurred) of the Company or by reason of the cessation from any cause whatsoever of the liability of the Company in respect thereof, (iii) waives any rights to assert against any Senior Creditor Party any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Creditor may now or at any time hereafter have against the Company or any other party liable to any Senior Creditor Party or the Subordinated Creditor, (iv) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Debt, any Subordinated Debt or any security for either; (v) waives any defense arising by reason of any claim or defense based upon an election of remedies by any Senior Creditor; and (vi) waives the benefit of any statute of limitations affecting Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subordinated Creditor’s obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the Subordinated Creditor Agent, for itself and on behalf of the other Subordinated Claimholders, (i) waives the right by statute or otherwise to require the any Senior Creditors Agent or any other Senior Claimholder to institute suit against the Company any Obligor or to exhaust any rights and remedies which the any Senior Creditors Agent or any of them Senior Claimholder has or may have against the Companyany Obligor; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt Obligations has occurredoccurred (subject to the provisions of Section 5(h)) of the Company any Obligor or by reason of the cessation from any cause whatsoever of the liability of the Company such Obligor in respect thereof, ; (iii) waives any rights to assert against any Senior Creditor Party Agent or any other Senior Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Creditor Agent or any Subordinated Claimholder may now or at any time hereafter have against the Company any Obligor or any other party liable to any Senior Creditor Party or Agent, any other Senior Claimholder, the Subordinated CreditorAgent or any other Subordinated Claimholder, in each case solely in connection with the Senior Obligations, the Subordinated Obligations and the transactions contemplated thereby; (iv) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior DebtObligations, any Subordinated Debt Obligations or any security for either; (v) waives any defense arising by reason of any claim or defense based upon an election of remedies by any Senior CreditorAgent or any other Senior Claimholder; and (vi) waives the benefit of any statute of limitations affecting the Subordinated CreditorAgent’s or any other Subordinated Claimholder’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Subordinated Agent’s or such Subordinated CreditorClaimholder’s obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the each Subordinated Creditor Claimholder (i) waives the right by statute or otherwise to require the any Senior Creditors Claimholder to institute suit against the Company any Obligor or to exhaust any rights and remedies which the any Senior Creditors or any of them Claimholder has or may have against the Companyany Obligor; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt has occurred) of the Company any Obligor or by reason of the cessation from any cause whatsoever of the liability of the Company such Obligor in respect thereof, (iii) waives any rights to assert against any Senior Creditor Party Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Creditor or any Subordinated Claimholder may now or at any time hereafter have against the Company any Obligor or any other party liable to any Senior Creditor Party or the Subordinated Creditor, any other Senior Claimholder, Subordinated Creditor or any other Subordinated Claimholder, and (iv) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior DebtObligations, any Subordinated Debt Obligations or any security for either; (v) waives any defense arising by reason of any claim or defense based upon an election of remedies by any Senior Creditor; and (vi) waives the benefit of any statute of limitations affecting Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subordinated Creditor’s obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the each Subordinated Creditor (i) waives the right by statute or otherwise to require the any Senior Creditors Creditor to institute suit against the Company any Loan Party or to exhaust any rights and remedies which the any Senior Creditors or any of them Creditor has or may have against the Companyany Loan Party; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt has occurredbeen Paid in Full (subject to the provisions of Section 2.2(e)) of the Company any Loan Party or by reason of the cessation from any cause whatsoever of the liability of the Company such Loan Party in respect thereof, ; (iii) waives any rights to assert against any Senior Creditor Party any defense (legal or equitable), set-off, counterclaim, or claim which the such Subordinated Creditor may now or at any time hereafter have against the Company any Loan Party or any other party liable to any Senior Creditor Party or the such Subordinated Creditor, ; (iv) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Debt, any Subordinated Debt or any security for either; (v) waives any defense arising by reason of any claim or defense based upon an election of remedies by any Senior Creditor; and (vi) waives the benefit of any statute of limitations affecting such Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subordinated Creditor’s obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the each Subordinated Creditor Claimholder, waives (i1) waives the right by statute or otherwise to require the Senior Creditors Agent or any other Senior Claimholder to institute suit against the Company any Obligor or to exhaust any rights and remedies which the Senior Creditors Agent or any of them Senior Claimholder has or may have against the Companyany Obligor; (ii2) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt Obligations has occurredoccurred (subject to the provisions of Section 5(h)) of the Company any Obligor or by reason of the cessation from any cause whatsoever of the liability of the Company such Obligor in respect thereof, ; (iii3) waives any rights to assert against the Senior Agent or any other Senior Creditor Party Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Creditor Agent or any Subordinated Claimholder may now or at any time hereafter have against the Company any Obligor or any other party liable to the Senior Agent, any other Senior Creditor Party or Claimholder, the Subordinated Creditor, Agent or any other Subordinated Claimholder; (iv4) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior DebtObligations, any Subordinated Debt Obligations or any security for either; (v5) waives any defense arising by reason of any claim or defense based upon an election of remedies by the Senior Agent or any other Senior CreditorClaimholder; and (vi6) waives the benefit of any statute of limitations affecting the Subordinated CreditorAgent’s or any other Subordinated Claimholder’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Subordinated Agent’s or such Subordinated CreditorClaimholder’s obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, the each Subordinated Creditor Claimholder, (i) waives the right by statute or otherwise to require the Senior Creditors Agent or any other Senior Claimholder to institute suit against the Company any Obligor or to exhaust any rights and remedies which the Senior Creditors Agent or any of them Senior Claimholder has or may have against the Companyany Obligor; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of the Senior Debt Priority Obligations has occurredoccurred (subject to the provisions of Section 5(h)) of the Company any Obligor or by reason of the cessation from any cause whatsoever of the liability of the Company such Obligor in respect thereof, (iii) waives any rights to assert against Senior Agent or any other Senior Creditor Party Claimholder any defense (legal or equitable), set-offsetoff, counterclaim, or claim which the any Subordinated Creditor or any Subordinated Claimholder may now or at any time hereafter have against the Company any Obligor or any other party liable to Senior Agent, any other Senior Claimholder, any Subordinated Creditor Party or the any other Subordinated CreditorClaimholder, (iv) waives any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior DebtObligations, any Subordinated Debt Obligations or any security for either; and (v) waives any defense arising by reason of any claim or defense based upon an election of remedies by Senior Agent or any other Senior Creditor; and (vi) waives the benefit of any statute of limitations affecting Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subordinated Creditor’s obligations hereunderClaimholder.