Common use of Waiver of Suretyship Defenses Clause in Contracts

Waiver of Suretyship Defenses. The obligations of the Pledgors shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations or in respect of the Credit Agreement or any other Loan Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5

Waiver of Suretyship Defenses. The Each of the Borrowers waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of any of the other Borrowers or any other entity or other Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, each of the Borrowers agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of the Pledgors such Borrower hereunder shall not be subject released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Bank to any counterclaim, setoff, deduction or defense based upon assert any claim a Pledgor may have or demand or to enforce any right or remedy against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement -36- other Borrowers or any other Loan Document Person primarily or secondarily liable with respect to any assignment or transfer of any thereof or of any interest thereinthe Obligations; (ii) the addition, or any furnishing, acceptance substitution or release of any entity or other Person primarily or secondarily liable for any Obligation; (iii) the adequacy of any rights which the Administrative Agent or any Bank may have against any collateral security for or other means of obtaining repayment of any of the Obligations; (biv) the impairment of any waiver, consent, extension, indulgence or other action or inaction under or in respect collateral securing any of the Obligations Obligations, including without limitation the failure to perfect or in respect of preserve any rights which the Credit Agreement Administrative Agent or any other Loan Document; (c) any bankruptcyBank might have in such collateral security or the substitution, insolvencyexchange, readjustmentsurrender, compositionrelease, liquidation loss or similar proceeding with respect to a Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer destruction of any or all of the assets of a Pledged Subsidiary to any Personsuch collateral security; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a Pledgor; or (fv) any other circumstance act or omission which might in any manner or to any extent vary the risk of such Borrower or otherwise constitute operate as a legal release or equitable dischargedischarge of such Borrower, suretyship defense or other defense all of a guarantor (whether or not similar which may be done without notice to the foregoing)such Borrower. To the fullest extent permitted by law, each Pledgor irrevocably and unconditionally of the Borrowers hereby expressly waives any defense it might have to its performance hereunderand all rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law which would otherwise prevent the Administrative Agent or any Bank from bringing any action, based on including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against such Borrower before or after the foregoing. DB3/ 204702720.5Administrative Agent's or such Bank's commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (B) any other law which in any other way would otherwise require any election of remedies by the Administrative Agent or any Bank.

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a Pledged Subsidiary, any Lender Seller or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of until the Obligations and the termination of all CommitmentsTermination Date) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement PSA or any other Loan Document agreement, document or any assignment instrument delivered in connection therewith or transfer referred to therein (collectively, the “PSA Documents”) (it being agreed that the obligations of any thereof the Pledgor hereunder shall apply to the PSA Documents as so amended, modified, supplemented or of any interest therein, or any furnishing, acceptance or release of any security for the Obligationsrestated); (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Secured Obligations or in respect of the Credit Agreement or any other Loan PSA Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor the Pledgor, the Company or any subsidiary thereoftheir respective property; (d) any merger, amalgamation or consolidation of a the Pledgor or a Pledged Subsidiary of the Company into or with any other Person person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary the Company to any Personperson; or (e) any failure on the part of a Pledged Subsidiary the Company for any reason to comply with or perform any of the terms of any other agreement with a the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a Pledged Subsidiary, the Issuer or any Lender holder or otherwise, and shall remain in full force and effect without regard to, and (except by indefeasible payment in full in cash of all of the Obligations and the termination of all CommitmentsSecured Obligations) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Notes, the Note Agreement or any other Loan Financing Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations Notes or in respect of the Credit Note Agreement or any other Loan Financing Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor the Issuer or any subsidiary thereofits property; (d) any merger, amalgamation or consolidation of a the Pledgor or a Pledged Subsidiary of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary the Issuer to any Person; or (e) any failure on the part of a Pledged Subsidiary the Issuer for any reason to comply with or perform any of the terms of any other agreement with a the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations or in respect of the Credit Agreement or any other Loan Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a the Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a the Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a Pledged Subsidiary, the Issuer or any Lender holder or otherwise, and shall remain in full force and effect without regard to, and (except by indefeasible payment in full in cash of all of the Obligations and the termination of all CommitmentsSecured Obligations) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Notes, the Note Agreement or any other Loan Financing Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations Notes or in respect of the Credit Note Agreement or any other Loan Financing Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor the Issuer, any Issuer Subsidiary or any subsidiary thereoftheir property; (d) any merger, amalgamation or consolidation of a the Pledgor or a Pledged Subsidiary of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary the Issuer to any Person; or (e) any failure on the part of a Pledged Subsidiary the Issuer for any reason to comply with or perform any of the terms of any other agreement with a the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.

Waiver of Suretyship Defenses. The obligations of the Pledgors shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations or in respect of the Credit Agreement or any other Loan Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5204543489.7

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a either Pledged Subsidiary, Subsidiary or any Lender holder or otherwise, and shall remain in full force and effect without regard to, and (except by indefeasible payment in full in cash of all of the Obligations and the termination of all CommitmentsSecured Obligations) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Notes, the Note Agreement or any other Loan Financing Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations Notes or in respect of the Credit Note Agreement or any other Loan Financing Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor either Pledged Subsidiary, any other Issuer Subsidiary or any subsidiary thereoftheir property; (d) any merger, amalgamation or consolidation of a the Pledgor or a of either Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a such Pledged Subsidiary to any Person; or (e) any failure on the part of a either Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.

Waiver of Suretyship Defenses. The obligations of the Pledgors Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a the Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without regard to, and (except by payment in full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not a the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the Credit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Obligations or in respect of the Credit Agreement or any other Loan Document; (c) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to a Pledgor the Borrower or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a the Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the terms of any other agreement with a Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, each the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the foregoing. DB3/ 204702720.5.