Common use of No Discharge or Diminishment of Guaranty Clause in Contracts

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementspayable)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall, to the fullest extent permitted by applicable Law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party Lender or L/C Issuer to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementspayable)) or which would impair or eliminate any right of any the Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (reason, other than the payment in full in cash of the Guaranteed Obligations (other than (A) Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)for which no claim has been asserted), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment) or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Guaranteed Obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of this Guaranty, the Credit Agreement or any other Loan Document or other agreement or instrumentDocument, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any each Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (equity, other than the indefeasible payment in full in cash of all the Guaranteed Obligations (other than (A) Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsfor which no claim has been asserted)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except (a) Except as otherwise expressly provided in this Agreementfor herein, the Obligations obligations of each Guarantor hereunder shall Debtor under this Article VI are unconditional and absolute and not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment Payment in full in cash Full of the Secured Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementsor, Secured Foreign Line subject to Section 6.6, the express release thereof in accordance with the terms of the Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)Agreement), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Secured Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Debtor may have at any time against any Obligated Party, the Administrative Agent, any other Secured Party or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Debtor hereunder are not be subject to any defense (other than a the defense of paymentPayment in Full of the Secured Obligations and, subject to Section 6.6, the express release thereof in accordance with the terms of the Credit Agreement) or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Secured Obligations or otherwise. Without limiting the generality , or any provision of applicable Law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingSecured Obligations or any part thereof. (c) Further, the obligations of each Guarantor any Debtor hereunder shall, to the fullest extent permitted by applicable Law, are not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee with respect to all or any other agreement or instrument, by part of the Secured Obligations; (ii) any amendment, waiver or modification of or supplement to any provision of any agreement relating to the Credit Agreement Secured Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Secured Obligations or any obligations of any other Loan Document guarantor of or other agreement Person liable for any of the Secured Obligations; or instrument, by (iv) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Secured Obligations, or by any other circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor such Debtor or that would otherwise operate as a defense available to or a discharge of the Debtors or any Guarantor other Obligated Party as a matter of law or equity (other than the payment Payment in full Full of the Secured Obligations or, subject to Section 6.6, an express release thereof in cash accordance with the terms of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsAgreement)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than upon (i) termination of the Aggregate Commitments, (ii) the indefeasible payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification obligations that are not yet due for which no claim has been asserted), (iii) all L/C Obligations have been reduced to zero (or fully Cash Collateralized in the manner set forth in Section 2.03(g) of the Credit Agreement, or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and payable the Administrative Agent), and (Biv) obligations and liabilities termination of the Administrative Agent’s obligation under Secured Cash Management Agreements, Secured Foreign Line the Credit Agreement to cause the L/C Issuer to issue Letters of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)Credit), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment) or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Guaranteed Obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative any Agent or any other Secured Credit Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document, any guarantee Document or any other agreement or instrumentagreement, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrumentthereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsGuaranteed Obligations)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations (a) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination, or be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, or otherwise be affected, for any reason (other than the performance in full of all Obligations, including the indefeasible payment in full in cash of all Monetary Obligations, or the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line termination of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)all the Obligations), including including: any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of ; the invalidity, illegality or unenforceability of the Obligations Obligations; the occurrence or otherwise. continuance of any event of bankruptcy, reorganization, insolvency, receivership or other similar proceeding with respect to the Company or any other person (for purposes hereof, “person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization or Governmental Authority), or the dissolution, liquidation or winding up of the Company or any other person; any permitted assignment or other transfer of this Guaranty by any Jurisdiction or any permitted assignment or other transfer of the Service Agreement; any sale, transfer or other disposition by Guarantor of any direct or indirect interest it may have in the Company or any other change in ownership or control of the Company; or the absence of any notice to, or knowledge on behalf of, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses. (b) Without limiting the generality of the foregoing, the obligations Obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party Jurisdictions to assert any claim or demand or to enforce any remedy under the Credit Service Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrumentthereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the performance in full of all Obligations, including the indefeasible payment in full in cash of all Monetary Obligations, or the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line termination of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsall the Obligations)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Letter of Credit Agreements and Secured Hedge Agreements)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Letter of Credit Agreements and Secured Hedge Agreements)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense (other than a defense of payment) 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 Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, the Existing Notes, the Existing Notes Indenture or any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement Agreement, the Existing Notes Indenture or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations The obligations of each Facility Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations (other than (Acontingent indemnity obligations with respect to then unasserted claims) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementssubject, Secured Foreign Line of Credit Agreementsin all events, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)to Section 11 hereof), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and including any renewal, increase, extension, amendment or modification of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment) or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. In addition, each Facility Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Facility Guarantor and without notice to or further assent by any Facility Guarantor the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Without limiting the generality of the foregoing, the obligations Guaranteed Obligations of each Facility Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative any Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document, any guarantee Document or any other agreement or instrumentagreement, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrumentthereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Facility Guarantor or that would otherwise operate as a discharge of any Facility Guarantor as a matter of law or equity (other than the payment in full in cash of all of the Guaranteed Obligations (other than (Acontingent indemnity obligations with respect to then unasserted claims) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementssubject, Secured Foreign Line of Credit Agreementsin all events, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsto Section 11 hereof)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than upon (i) termination of the Aggregate Commitments, (ii) the indefeasible payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification obligations that for which no claim has been asserted and any Other Liabilities which are not yet by their terms then due and payable provided that the Agents shall have received such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 of the Credit Agreement), (iii) the expiration or termination of all Letters of Credit, except to the extent fully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (Biv) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line termination of the Administrative Agent’s obligation to endeavor to cause the L/C Issuer to issue Letters of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)under the Credit Agreement), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment) or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Guaranteed Obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative any Agent or any other Secured Credit Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document, any guarantee Document or any other agreement or instrumentagreement, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrumentthereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsGuaranteed Obligations)) or which would impair or eliminate any right of any Guarantor to subrogation.

No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable Law and except as otherwise expressly provided in this Agreement, the Obligations (a) The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination, or be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, or otherwise be affected, for any reason (other than the performance in full of all Obligations, including the indefeasible payment in full in cash of all Monetary Obligations, or the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line termination of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements)all the Obligations), including including: any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of ; the invalidity, illegality or unenforceability of the Obligations Obligations; the occurrence or otherwise. continuance of any event of bankruptcy, reorganization, insolvency, receivership or other similar proceeding with respect to Contractor or any other person (for purposes hereof, “person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization or governmental authority), or the dissolution, liquidation or winding up of Contractor or any other person; any permitted assignment or other transfer of this Guaranty by SPSA or any permitted assignment or other transfer of the Service Agreement; any sale, transfer or other disposition by Guarantor of any direct or indirect interest it may have in Contractor or any other change in ownership or control of Contractor; or the absence of any notice to, or knowledge on behalf of, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses. (b) Without limiting the generality of the foregoing, the obligations Obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party SPSA to assert any claim or demand or to enforce any remedy under the Credit Service Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrumentthereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the performance in full of all Obligations, including the indefeasible payment in full in cash of all Monetary Obligations, or the Obligations (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line termination of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsall the Obligations)) or which would impair or eliminate any right of any Guarantor to subrogation.