Common use of WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT Clause in Contracts

WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Xxxxxx Switzerland Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Xxxxxx Switzerland 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 the Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Switzerland Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Xxxxxx Switzerland Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Switzerland Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Xxxxxx Switzerland Obligation; (iii) any change in the time, place or manner of payment of any of the Xxxxxx Switzerland Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Xxxxxx Switzerland Obligations, (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Xxxxxx Switzerland Obligation; (v) the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral security or other means of obtaining repayment of any of the Xxxxxx Switzerland Obligations; (vi) the impairment of any collateral securing any of the Xxxxxx Switzerland Obligations, including without limitation the failure to perfect or preserve any rights which the Administrative Agent or any Lender might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and 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 Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Administrative Agent’s or such Lender’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 Lender.

WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Xxxxxx Luxembourg Obligations and the Xxxxxx Switzerland Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland 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 the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (iii) any change in the time, place or manner of payment of any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (v) the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral security or other means of obtaining repayment of any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations; (vi) the impairment of any collateral securing any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, including without limitation the failure to perfect or preserve any rights which the Administrative Agent or any Lender might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and 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 Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Administrative Agent’s or such Lender’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 Lender.

WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Xxxxxx Germany Obligations and the Xxxxxx Switzerland Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Xxxxxx Germany Obligations or Xxxxxx Switzerland 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 the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Germany Obligations or the Xxxxxx Switzerland Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Xxxxxx Germany Obligation or Xxxxxx Switzerland Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Germany Obligations or Xxxxxx Switzerland Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Xxxxxx Germany Obligation or Xxxxxx Switzerland Obligation; (iii) any change in the time, place or manner of payment of any of the Xxxxxx Germany Obligations or the Xxxxxx Switzerland Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Xxxxxx Germany Obligations or the Xxxxxx Switzerland Obligations, ; (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Xxxxxx Germany Obligation or Xxxxxx Switzerland Obligation; (v) the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral security or other means of obtaining repayment of any of the Xxxxxx Germany Obligations or the Xxxxxx Switzerland Obligations; (vi) the impairment of any collateral securing any of the Xxxxxx Germany Obligations or the Xxxxxx Switzerland Obligations, including without limitation the failure to perfect or preserve any rights which the Administrative Agent or any Lender might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and 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 Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Administrative Agent’s or such Lender’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 Lender.

WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations and the Xxxxxx Switzerland Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Xxxxxx Germany Obligations, Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland 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 the any Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Xxxxxx Germany Obligation, Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the any Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Xxxxxx Germany Obligation, Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (iii) any change in the time, place or manner of payment of any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, ; (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Xxxxxx Germany Obligation, Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (v) the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral security or other means of obtaining repayment of any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations; (vi) the impairment of any collateral securing any of the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, including without limitation the failure to perfect or preserve any rights which the Administrative Agent or any Lender might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and 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 Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Administrative Agent’s or such Lender’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 Lender.

WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Xxxxxx Luxembourg Obligations and the Xxxxxx Switzerland Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland 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 the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the either Company or any other entity or other person primarily or secondarily liable with respect to any of the Xxxxxx Luxembourg Obligations or Xxxxxx Switzerland Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (iii) any change in the time, place or manner of payment of any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, ; (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Xxxxxx Luxembourg Obligation or Xxxxxx Switzerland Obligation; (v) the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral security or other means of obtaining repayment of any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations; (vi) the impairment of any collateral securing any of the Xxxxxx Luxembourg Obligations or the Xxxxxx Switzerland Obligations, including without limitation the failure to perfect or preserve any rights which the Administrative Agent or any Lender might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and 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 Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Administrative Agent’s or such Lender’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 Lender.