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

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the obligations of Guarantor hereunder are absolute and not subject to termination for any reason other than the satisfaction of the Guaranteed Obligations or expiration of this Guaranty. Guarantor agrees that the liability of the Guarantor hereunder shall not be discharged by, and Guarantor hereby irrevocably consents to: (i) any subsequent change, modification or amendment of the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment or performance of the Guaranteed Obligations; (iii) any transfer, waiver, compromise, settlement, modification, surrender or release of Guarantor-Affiliated Member’s or any other Obligor’s obligations; (iv) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Limited Liability Company Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations; (v) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission of Creditor Member. In addition, the Guaranteed Obligations of the Guarantor hereunder are not subject to counterclaim (other than mandatory or compulsory counterclaims), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of the Unsecured Guarantor hereunder are absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the satisfaction indefeasible payment in full in cash of the Unsecured Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Unsecured Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Unsecured Guaranteed Obligations or expiration of this Guarantyotherwise. Guarantor agrees that Without limiting the liability generality of the foregoing, the Unsecured Guaranteed Obligations of the Unsecured Guarantor hereunder shall not be discharged by, and Guarantor hereby irrevocably consents to: (i) any subsequent change, modification or amendment impaired or otherwise affected by the failure of the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment or performance of the Guaranteed Obligations; (iii) any transfer, waiver, compromise, settlement, modification, surrender or release of Guarantor-Affiliated Member’s Agent or any other Obligor’s obligations; (iv) any failure or omission Credit Party to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce any rightremedy under this Unsecured Guaranty, power or remedy (whether arising under the Limited Liability Company Credit Agreement, at lawany other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in equity or otherwise) with respect to the performance of the Unsecured Guaranteed Obligations; (v) , or by any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission of Creditor Member. In addition, that may or might in any manner or to any extent vary the Guaranteed Obligations risk of the Unsecured Guarantor hereunder are not subject to counterclaim or that would otherwise operate as a discharge of the Unsecured Guarantor as a matter of law or equity (other than mandatory or compulsory counterclaimsthe indefeasible payment in full in cash of the Unsecured Guaranteed Obligations), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:.

No Discharge or Diminishment of Guaranty. Except To the fullest extent permitted by applicable law and except as otherwise expressly provided herein and to the extent provided hereinin this Guaranty, the obligations Obligations of Guarantor hereunder are absolute and not subject to termination for any reason other than the satisfaction of the Guaranteed Obligations or expiration of this Guaranty. Guarantor agrees that the liability of the each Guarantor hereunder shall not be discharged bysubject to any reduction, limitation, impairment or termination for any reason (other than (a) the payment in full in cash of the principal of and interest accrued on the Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (b) the payment in full in cash of all fees, expenses and other amounts due and payable which constituted Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (c) the Commitments having expired or irrevocably been terminated and (d) the aggregate Outstanding Amount of all L/C Obligations having been Cash Collateralized (clauses (a) through (d) collectively, “Full Satisfaction of the Obligations”)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations (other than contingent liabilities that are not yet due and payable), and Guarantor hereby irrevocably consents to: shall not be subject to any defense (iother than a defense of payment and the benefit of any statute of limitations) any subsequent changeor setoff, modification counterclaim, recoupment or amendment termination whatsoever by reason of the Limited Liability Company Agreement in any of its termsinvalidity, covenants and conditions; (ii) the renewal illegality or extension of time for the payment or performance unenforceability of the Guaranteed Obligations; (iii) any transferObligations or otherwise. Without limiting the generality of the foregoing, waiverthe obligations of each Guarantor hereunder shall, compromiseto the fullest extent permitted by applicable law, settlement, modification, surrender not be discharged or release impaired or otherwise affected by the failure of Guarantor-Affiliated Member’s the Administrative Agent or any other Obligor’s obligations; (iv) any failure or omission Secured Party to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce any right, power or remedy (whether arising under the Limited Liability Company Credit Agreement, at lawany 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 equity the performance of the Obligations, or otherwise) with respect by any other act, omission or delay to the Guaranteed Obligations; (v) do any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act that may or omission might in any manner or to any extent vary the risk of Creditor Member. In addition, the Guaranteed Obligations any Guarantor or that would otherwise operate as a discharge of the any Guarantor hereunder are not subject to counterclaim as a matter of law or equity (other than mandatory the Full Satisfaction of the Obligations) or compulsory counterclaims), set-off, abatement, deferment which would impair or defense based upon eliminate any claim that right of any Guarantor may have against Beneficiary:to subrogation.

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of each Facility Guarantor hereunder are absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the satisfaction payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations with respect to then unasserted claims) subject, in all events, to Section 11 hereof), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or expiration of this Guarantyotherwise. Guarantor agrees that Without limiting the liability generality of the foregoing, the Guaranteed Obligations of each Facility Guarantor hereunder shall not be discharged byor impaired or otherwise affected by the failure of any Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Guaranty, and Guarantor hereby irrevocably consents to: (i) the Credit Agreement, any subsequent changeother Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or amendment of delay, willful or otherwise, in the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment or performance of the Guaranteed Obligations; (iii) any transfer, waiver, compromise, settlement, modification, surrender or release of Guarantor-Affiliated Member’s or any other Obligor’s obligations; (iv) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Limited Liability Company Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations; (v) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission that may or might in any manner or to any extent vary the risk of Creditor Member. In addition, 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 of the Guarantor hereunder are not subject to counterclaim (other than mandatory or compulsory counterclaimscontingent indemnity obligations with respect to then unasserted claims) subject, in all events, to Section 11 hereof), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:.

No Discharge or Diminishment of Guaranty. Except To the fullest extent permitted by applicable Law and except as otherwise expressly provided herein and to the extent provided hereinin this Agreement, the obligations Obligations of Guarantor hereunder are absolute and not subject to termination for any reason other than the satisfaction of the Guaranteed Obligations or expiration of this Guaranty. Guarantor agrees that the liability of the each Guarantor hereunder shall not be discharged bysubject 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 Guarantor hereby irrevocably consents to: shall not be subject to any defense (iother than a defense of payment) any subsequent changeor setoff, modification counterclaim, recoupment or amendment termination whatsoever by reason of the Limited Liability Company Agreement in any of its termsinvalidity, covenants and conditions; (ii) the renewal illegality or extension of time for the payment or performance unenforceability of the Guaranteed Obligations; (iii) any transferObligations or otherwise. Without limiting the generality of the foregoing, waiverthe obligations of each Guarantor hereunder shall, compromiseto the fullest extent permitted by applicable Law, settlement, modification, surrender not be discharged or release impaired or otherwise affected by the failure of Guarantor-Affiliated Member’s the Administrative Agent or any other Obligor’s obligations; (iv) any failure or omission Secured Party to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce any right, power or remedy (whether arising under the Limited Liability Company Credit Agreement, at lawany 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 equity the performance of the Obligations, or otherwise) with respect by any other act, omission or delay to the Guaranteed Obligations; (v) do any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act that may or omission might in any manner or to any extent vary the risk of Creditor Member. In addition, the Guaranteed Obligations any Guarantor or that would otherwise operate as a discharge of the any Guarantor hereunder are not subject to counterclaim as a matter of law or equity (other than mandatory 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 compulsory counterclaims), set-off, abatement, deferment which would impair or defense based upon eliminate any claim that right of any Guarantor may have against Beneficiary:to subrogation.

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of each Guarantor hereunder are absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason reason, other than the satisfaction payment in full in cash of the Guaranteed Obligations (other than Term Loan Facility Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted), including any claim of waiver, release, surrender, alteration or expiration compromise of this Guaranty. Guarantor agrees that the liability any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, any of the Loan Documents or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor hereunder shall not be discharged byor impaired or otherwise affected by any waiver or modification of any provision of this Guaranty, and Guarantor hereby irrevocably consents to: (i) the Credit Agreement or any subsequent changeother Loan Document, modification by any default, failure or amendment of delay, willful or otherwise, in the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment or performance of the Guaranteed Obligations; (iii) any transfer, waiver, compromise, settlement, modification, surrender or release of Guarantor-Affiliated Member’s or any other Obligor’s obligations; (iv) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Limited Liability Company Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations; (v) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission that may in any manner or to any extent vary the risk of Creditor Member. In additioneach Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity, other than the indefeasible payment in full in cash of the Guaranteed Obligations of the Guarantor hereunder are not subject to counterclaim (other than mandatory or compulsory counterclaimsTerm Loan Facility Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:.

No Discharge or Diminishment of Guaranty. Except To the fullest extent permitted by applicable Law and except as otherwise expressly provided herein and to the extent provided hereinin this Agreement, the obligations Obligations of Guarantor hereunder are absolute and not subject to termination for any reason other than the satisfaction of the Guaranteed Obligations or expiration of this Guaranty. Guarantor agrees that the liability of the each Guarantor hereunder shall not be discharged bysubject 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 Letter of Credit Agreements and Secured Hedge Agreements)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and Guarantor hereby irrevocably consents to: shall not be subject to any defense (iother than a defense of payment) any subsequent changeor setoff, modification counterclaim, recoupment or amendment termination whatsoever by reason of the Limited Liability Company Agreement in any of its termsinvalidity, covenants and conditions; (ii) the renewal illegality or extension of time for the payment or performance unenforceability of the Guaranteed Obligations; (iii) any transferObligations or otherwise. Without limiting the generality of the foregoing, waiverthe obligations of each Guarantor hereunder shall, compromiseto the fullest extent permitted by applicable Law, settlement, modification, surrender not be discharged or release impaired or otherwise affected by the failure of Guarantor-Affiliated Member’s the Administrative Agent or any other Obligor’s obligations; (iv) any failure or omission Secured Party to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or to enforce any right, power or remedy (whether arising under the Limited Liability Company Credit Agreement, at lawany 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 equity the performance of the Obligations, or otherwise) with respect by any other act, omission or delay to the Guaranteed Obligations; (v) do any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act that may or omission might in any manner or to any extent vary the risk of Creditor Member. In addition, the Guaranteed Obligations any Guarantor or that would otherwise operate as a discharge of the any Guarantor hereunder are not subject to counterclaim as a matter of law or equity (other than mandatory 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 Letter of Credit Agreements and Secured Hedge Agreements)) or compulsory counterclaims), set-off, abatement, deferment which would impair or defense based upon eliminate any claim that right of any Guarantor may have against Beneficiary:to subrogation.

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of each Guarantor hereunder are absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than upon (i) termination of the satisfaction Aggregate Commitments, (ii) the indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations 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 the Administrative Agent), and (iv) termination of the Administrative Agent’s obligation under the Credit Agreement to cause the L/C Issuer to issue Letters of 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 or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or expiration of this Guarantyotherwise. Guarantor agrees that Without limiting the liability generality of the foregoing, the Guaranteed Obligations of each Guarantor hereunder shall not be discharged byor impaired or otherwise affected by the failure of any Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Guaranty, and Guarantor hereby irrevocably consents to: (i) the Credit Agreement, any subsequent changeother Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or amendment of delay, willful or otherwise, in the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment or performance of the Guaranteed Obligations; (iii) any transfer, waiver, compromise, settlement, modification, surrender or release of Guarantor-Affiliated Member’s or any other Obligor’s obligations; (iv) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Limited Liability Company Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations; (v) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission that may or might in any manner or to any extent vary the risk of Creditor Member. In addition, the Guaranteed Obligations any Guarantor or that would otherwise operate as a discharge of the any Guarantor hereunder are not subject to counterclaim as a matter of law or equity (other than mandatory or compulsory counterclaimsthe indefeasible payment in full in cash of the Guaranteed Obligations), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:.