Common use of Waivers of Defenses Clause in Contracts

Waivers of Defenses. The Obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit shall have expired or been terminated. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liable, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer Banks hereunder to extend credit make the Term Loans and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers ------------------- hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer Banks hereunder to extend credit make the Term Loans and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged. The No Borrower shall be exonerated with respect to its liabilities under this Agreement by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit make the Term Loans and Revolving Loans and of the Letter of Credit Bank to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Letter of Credit Bank thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative AgentBanks hereunder to make the Revolving Loans, the Lenders or Swing Line Bank to make the LC Issuer hereunder Swing Line Loans and of the Agent to extend credit issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Credit Obligations (except for contingent indemnity and other contingent Credit Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit make any Loans and of any Issuing Bank to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Issuing Bank thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Credit Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableCredit Obligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.” 9. Section 8.2.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit make the Term Loans and Revolving Loans and of the Administrative Agent to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Administrative Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer Banks hereunder to extend credit make the Term Loans, Term Loans (Foreign Currency) and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Credit Obligations (except for contingent indemnity and other contingent Credit Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit make any Loans and of any Issuing Bank to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Issuing Bank thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Credit Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableCredit Obligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Credit Obligations (except for contingent indemnity and other contingent Credit Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit make any Loans and of the Issuing Bank to issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Issuing Bank thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Credit Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableCredit Obligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Waivers of Defenses. The Obligations obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative AgentBanks hereunder to make the Revolving Loans, the Lenders or Swing Line Bank to make the LC Issuer hereunder Swing Line Loans and of the Administrative Agent to extend credit issue Letters of Credit shall have expired or been terminatedterminated and all outstanding Letters of Credit shall have expired or the liability of the Administrative Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, each Borrower and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liableObligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.