Common use of Lawsuits; Defenses; Setoff Clause in Contracts

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, each Subordinated Creditor (i) waives the right by statute or otherwise to require any Senior Creditor to institute suit against any Loan Party or to exhaust any rights and remedies which any Senior Creditor has or may have against any Loan Party; (ii) waives any defense arising by reason of any disability or other defense (other than the defense that the Senior Debt has been Paid in Full (subject to the provisions of Section 2.2(e)) of any Loan Party or by reason of the cessation from any cause whatsoever of the liability of such Loan Party in respect thereof; (iii) waives any rights to assert against any Senior Creditor any defense (legal or equitable), set-off, counterclaim, or claim which such Subordinated Creditor may now or at any time hereafter have against any Loan Party or any other party liable to any Senior Creditor or 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, each Subordinated Creditor Claimholder, waives (i1) waives the right by statute or otherwise to require the Senior Agent or any other Senior Creditor Claimholder to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which the Senior Agent or any Senior Creditor Claimholder has or may have against any Loan PartyObligor; (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 been Paid in Full occurred (subject to the provisions of Section 2.2(e5(h)) of any Loan Party Obligor or by reason of the cessation from any cause whatsoever of the liability of such Loan Party Obligor in respect thereof; (iii3) waives any rights to assert against the Senior Agent or any other Senior Creditor Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which such the Subordinated Creditor Agent or any Subordinated Claimholder may now or at any time hereafter have against any Loan Party Obligor or any other party liable to the Senior Agent, any other Senior Creditor Claimholder, the Subordinated Agent or such any other Subordinated CreditorClaimholder; (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 such 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, each Subordinated Creditor Agent, on behalf of Subordinated Creditors, (i) waives the right by statute or otherwise to require Senior Agent or any other Senior Creditor to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which Senior Agent or any Senior Creditor has or may have against any Loan PartyObligor; (ii) waives any defense against any Senior Creditor arising by reason of any disability of any Obligor or other defense (other than the defense that the Discharge of the Senior Debt Creditor Indebtedness has been Paid in Full occurred (subject to the provisions of Section 2.2(e)Sections 11(h) and 20) of any Loan Party Obligor to the payment or by reason performance of the cessation from its obligations to any cause whatsoever of the liability of such Loan Party in respect thereofSenior Creditor; (iii) waives any rights to assert against Senior Agent or any other Senior Creditor any defense (legal or equitable), set-off, counterclaim, or claim which such any Subordinated Creditor Creditors may now or at any time hereafter have against any Loan Party or any other party liable to any Senior Creditor or such Subordinated CreditorObligor; (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 DebtCreditor Indebtedness, any Subordinated Debt Creditor Indebtedness or any security for either; (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 such Subordinated Creditor’s Creditors’ 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 Creditor Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subordinated Creditor’s 's obligations hereunder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, each the Subordinated Creditor Agent, for itself and on behalf of the other Subordinated Claimholders, (i) waives the right by statute or otherwise to require any Senior Creditor Agent or any other Senior Claimholder to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which any Senior Creditor Agent or any Senior Claimholder has or may have against any Loan PartyObligor; (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 been Paid in Full occurred (subject to the provisions of Section 2.2(e5(h)) of any Loan Party Obligor or by reason of the cessation from any cause whatsoever of the liability of such Loan Party Obligor in respect thereof; , (iii) waives any rights to assert against any Senior Creditor Agent or any other Senior Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which such the Subordinated Creditor Agent or any Subordinated Claimholder may now or at any time hereafter have against any Loan Party Obligor or any other party liable to any Senior Creditor Agent, any other Senior Claimholder, the Subordinated Agent or such any other Subordinated Creditor; 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 such 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, each Subordinated Creditor Claimholder, (i) waives the right by statute or otherwise to require Senior Agent or any other Senior Creditor Claimholder to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which Senior Agent or any Senior Creditor Claimholder has or may have against any Loan PartyObligor; (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 been Paid in Full occurred (subject to the provisions of Section 2.2(e5(h)) of any Loan Party Obligor or by reason of the cessation from any cause whatsoever of the liability of such Loan Party Obligor in respect thereof; , (iii) waives any rights to assert against Senior Agent or any other Senior Creditor Claimholder any defense (legal or equitable), set-offsetoff, counterclaim, or claim which such any Subordinated Creditor or any Subordinated Claimholder may now or at any time hereafter have against any Loan Party Obligor or any other party liable to Senior Agent, any other Senior Claimholder, any Subordinated Creditor or such any other Subordinated Creditor; Claimholder, (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 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 hereunderClaimholder.

Lawsuits; Defenses; Setoff. To the fullest extent permitted by applicable law, each the Subordinated Creditor Agent, for itself and on behalf of the other Subordinated Claimholders, (i) waives the right by statute or otherwise to require any Senior Creditor Agent or any other Senior Claimholder to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which any Senior Creditor Agent or any Senior Claimholder has or may have against any Loan PartyObligor; (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 been Paid in Full occurred (subject to the provisions of Section 2.2(e5(h)) of any Loan Party Obligor or by reason of the cessation from any cause whatsoever of the liability of such Loan Party Obligor in respect thereof; (iii) waives any rights to assert against any Senior Creditor Agent or any other Senior Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which such the Subordinated Creditor Agent or any Subordinated Claimholder may now or at any time hereafter have against any Loan Party Obligor or any other party liable to any Senior Creditor Agent, any other Senior Claimholder, the Subordinated Agent or such any other Subordinated CreditorClaimholder, 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 such 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, each Junior Subordinated Creditor Claimholder waives (i1) waives the right by statute or otherwise to require any Senior Creditor Secured Agent or any other Secured Claimholder to institute suit against any Loan Party Obligor or to exhaust any rights and remedies which any Senior Creditor Secured Agent or any Secured Claimholder has or may have against any Loan PartyObligor; (ii2) waives any defense arising by reason of any disability or other defense (other than the defense that the Senior Debt Discharge of the Secured Obligations has been Paid in Full (subject to the provisions of Section 2.2(e)occurred) of any Loan Party Obligor or by reason of the cessation from any cause whatsoever of the liability of such Loan Party Obligor in respect thereof; (iii3) waives any rights to assert against any Senior Creditor Secured Agent or any other Secured Claimholder any defense (legal or equitable), set-off, counterclaim, or claim which such the Junior Subordinated Creditor Agent or any Junior Subordinated Claimholder may now or at any time hereafter have against any Loan Party Obligor or any other party liable to any Senior Creditor Secured Agent, any other Secured Claimholder, the Junior Subordinated Agent or such any other Junior Subordinated CreditorClaimholder; (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 DebtSecured Obligations, any Junior 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 any Senior CreditorSecured Agent or any other Secured Claimholder; and (vi6) waives the benefit of any statute of limitations affecting such the Junior Subordinated CreditorAgent’s or any other Junior 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 Secured Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Junior Subordinated Agent’s or such Junior Subordinated CreditorClaimholder’s obligations hereunder.