Common use of No Limitations, Etc Clause in Contracts

No Limitations, Etc. (a) Except for termination of a European Guarantor’s obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.18, the obligations of each European Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other European Guarantor under this Agreement, (iii) the release, exchange, waiver, foreclosure or invalidity of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Agent or any other Secured Party for the Secured Obligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor or otherwise operate as a discharge of any European Guarantor as a matter of law or equity, unless and until the Secured Obligations are paid in full.

No Limitations, Etc. (a) Except for termination of a European Guarantor’s obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.184.14, the obligations of each European Guarantor hereunder shall not be subject to any reduction, limitationlimitation (other than to the extent set forth in Sections 2.07, 2.08 or 2.09, as applicable), impairment or termination for any reason, including, without limitation, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations any European Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the European Collateral Agent or any other European Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other European Guarantor under this Agreement, ; (iii) the release, exchange, waiver, foreclosure or invalidity of, or any impairment release of or failure to perfect any Lien on or security interest in, any security held by the European Collateral Agent or any other European Secured Party for the Secured European Obligations or any of them, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Secured European Obligations, ; or (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor or otherwise operate as a discharge of any European Guarantor as a matter of law or equityequity (other than the payment in full in cash of all European Obligations). To the fullest extent permitted by applicable law, unless each European Guarantor expressly authorizes the European Collateral Agent to take and until hold security for the payment and performance of the European Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the European Obligations, all without affecting the obligations of any European Guarantor hereunder. The European Collateral Agent shall administer all German Pledge Agreements or other European Security Documents which are transferred to any European Secured Obligations are paid Party under an accessory security right in fullthe name and on behalf of the European Secured Parties pursuant to the laws of the Federal Republic of Germany.

No Limitations, Etc. (a) Except for termination of a European Guarantor’s 's obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.187.15, the obligations of each European Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, including any [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent, the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other European Guarantor under this Agreement, ; (iii) the release, exchange, waiver, foreclosure or invalidity of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security held by the Collateral Agent or any other Secured Party for the Secured Obligations or any of them, Obligations; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Secured Obligations, ; or (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor or otherwise operate as a discharge of any European Guarantor as a matter of law or equity, unless and until equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Obligations are paid Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in fulltheir sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

No Limitations, Etc. (a) Except for termination of a European Guarantorthe Pledgor’s obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.185.15, the obligations of each European Guarantor the Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor the Pledgor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Agent Collateral Trustee or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Financing Document or any other agreement, including with respect to any other European Guarantor the Pledgor under this Agreement, (iii) the release, exchange, waiver, foreclosure or invalidity release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Agent Collateral Trustee or any other Secured Party for the Secured Obligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Secured Obligations, or (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor the Pledgor or otherwise operate as a discharge of any European Guarantor the Pledgor as a matter of law or equityequity (other than the Discharge of Obligations in accordance with the Intercreditor Agreement). The Pledgor expressly authorizes the Collateral Trustee to take and hold security for the payment and performance of the Obligations, unless to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and until direct the Secured order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations are paid in fullaccordance with the terms of the Credit Agreement and the other Financing Documents, all without affecting the obligations of the Pledgor hereunder.

No Limitations, Etc. (a) Except for termination of a European Foreign Guarantor’s 's obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.184.13, the obligations of each European Foreign Guarantor hereunder are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Foreign Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Foreign Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Credit Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Credit Document or any other agreement, including with respect to any other European Foreign Guarantor under this Agreement, ; (iii) the release, exchange, waiver, foreclosure non-perfection or invalidity of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Secured Foreign Obligations or any of them, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Secured Foreign Obligations, ; (v) the any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release or substitution in respect of any Loan Foreign Obligation, security, Person or otherwise; (vi) any increase or decrease in the principal, the rates of interest or other amounts payable in respect of the Foreign Obligations; (vii) any change in the existence, structure, constitution, name, objects, powers, business, control or ownership of any Foreign Borrower or Foreign Credit Party or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Foreign Borrower or Foreign Credit Party or any other Person under or its assets; (viii) the existence of any Loan Document claim, set-off or other rights that the Foreign Guarantor may have at any time against any Foreign Borrower or Foreign Credit Party, any Applicable Agent, any Lender, or any other Person, whether in connection herewith or any unrelated transactions; (ix) any limitation, postponement, prohibition, subordination or other restriction on the rights of any Agent or any other Secured Party to payment of the Foreign Obligations; (x) any release, substitution or addition of any cosigner, endorser or other Foreign Guarantor of the Foreign Obligations; (xi) any defense arising by reason of any failure of any Agent or any other Secured Party to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of all of the following: acceptance of this Foreign Guaranty, partial payment or non-payment of all or any part of the Foreign Obligations and the existence, creation, or incurring of new or additional Foreign Obligations; (xii) any defense arising by reason of any failure of any Agent or any other Secured Party to proceed against any Foreign Borrower or Foreign Credit Party or any other Person, to proceed against, apply or exhaust any security held from any Foreign Borrower or Foreign Credit Party or any other Person for the Foreign Obligations, to proceed against, apply or exhaust any security held from the Foreign Guarantor or any other Person for this Foreign Guaranty or to pursue any other remedy in the power of any Agent or any other Secured Party whatsoever; (xiii) any law that provides that the Foreign Obligation of a Foreign Guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal Foreign Obligation or that reduces a Foreign Guarantor's Foreign Obligation in proportion to the principal Foreign Obligation; (xiv) any defense arising by reason of any incapacity, lack of authority, or other defense of any Foreign Borrower or Foreign Credit Party or any other Person, or by reason of the cessation from any cause whatsoever of the liability of any Foreign Borrower or Foreign Credit Party or any other Person with respect to all or any part of the Foreign Obligations; (xv) any defense arising by reason of any failure by any Agent or any other Secured Party to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Foreign Borrower or Foreign Credit Party or any other Person, or by reason of any interest of any Agent or any other Secured Party in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any Agent or any other Secured Party of any right to recourse or collateral; (xvi) any defense arising by reason of the failure of any Agent or any other Secured Party to xxxxxxxx any assets; (xvii) any defense based upon any failure of any Agent or any other Secured Party to give to any Foreign Borrower or Foreign Credit Party or the Foreign Guarantor notice of any sale or other disposition of any property securing any or all of the Foreign Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of any Agent or any other Secured Party to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by any Agent or any other Secured Party to dispose of any such property in a commercially reasonable manner; (xviii) any dealing whatsoever with any Foreign Borrower or Foreign Credit Party or other Person or any security, whether negligently or not, or any failure to do so; (xix) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Foreign Borrower or Foreign Credit Party or any other Person, including any discharge of, or bar against collecting, any of the Foreign Obligations, in or as a result of any such proceeding; or (vixx) any other act or omission that may or might in any manner or to any extent vary the risk of any European Foreign Guarantor or otherwise operate as a discharge of any European Foreign Guarantor as a matter of law or equityequity (other than the indefeasible payment in full in cash of all the Foreign Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by any Agent or any other Secured Party is to destroy or diminish the Foreign Guarantor's subrogation rights, unless the Foreign Guarantor's right to proceed against any Foreign Borrower or Foreign Credit Party for reimbursement, the Foreign Guarantor's right to recover contribution from any other Foreign Guarantor or any other right or remedy. The taking and until holding of security (to the Secured extent permitted by the Credit Documents) for the payment and performance of this Agreement and the other Foreign Obligations are paid (other than obligations in fullrespect of the Canadian Intercompany Note and the UK Intercompany Note), the exchange, waiver or release of any or all such security (with or without consideration), the enforcement or application of such security and the direction of the order and manner of any sale thereof in their sole discretion or the release or substitution of any one or more other guarantors or obligors upon or in respect of the Foreign Obligations will not affect the obligations of any Foreign Guarantor hereunder.

No Limitations, Etc. (a) Except for termination of a European Guarantorthe Pledgor’s obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.185.15, the obligations of each European Guarantor the Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor the Pledgor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Agent Collateral Trustee or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Financing Document or any other agreement, including with respect to any other European Guarantor the Pledgor under this Agreement, (iii) the release, exchange, waiver, foreclosure or invalidity release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Agent Collateral Trustee or any other Secured Party for the Secured Obligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Secured Obligations, or (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor the Pledgor or otherwise operate as a discharge of any European Guarantor the Pledgor as a matter of law or equityequity (other than the Discharge of Obligations in accordance with the Intercreditor Agreement). The Pledgor expressly authorizes the Collateral Trustee to take and hold security for the payment and performance of the Obligations, unless to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and until direct the Secured order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations are paid in full.accordance with the terms of the Credit Agreement and the other Financing Documents, all without affecting the obligations of the Pledgor hereunder. to Credit Agreement