Common use of Absolute and Unconditional Guaranty Clause in Contracts

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by General Partner and Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by General Partner or Prologis. The liability of each of General Partner and Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of each of General Partner and Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of General Partner and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of each of General Partner and Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by General Partner and Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by General Partner or Prologis. The liability of each of General Partner and Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of each of General Partner and Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other 159 guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of General Partner and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of each of General Partner and Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under This Guaranty and the obligations of the Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance of payment obligations and the indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not such Guarantors shall have had notice or knowledge of any of them: any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; the Guaranteed Obligations, this Article XV is intended Guaranty or any other agreement relating thereto at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed Obligations; any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partner, Prologis, any other guarantor the Beneficiaries in respect of this Guaranty or by any other party, the Guaranteed Obligations and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower the order or by any other party; manner of sale thereof, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or the exercise of any other party right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclo-sure on any such security pursuant to one or more judicial or nonjudicial sales; any failure or omission to exercise, assert or enforce, or any 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 Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any Affiliate Borrowersecurity for the payment of the Guaranteed Obligations; any change in or (c) reorganization of the corporate structure of RTM, Holdco, RTM Management, Newco One or Newco Two or any payment on of their subsidiaries or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination termination, consolidation or increasemerger or sale or other disposition, decrease whether or change not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligations; the election by the Beneficiaries in personnel any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Affiliate BorrowerRTM, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or (e) the disallowance under Section 502 of the Bankruptcy Code of all or any payment made to any Credit Party on portion of the claims of the Beneficiaries for repayment of the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding Obligations; or any other circumstance) until all Commitments have terminated andact or thing or omission, subject or delay to do any other act or thing, which may or might in any manner or to any extent vary the last sentence risk of Section 15.1, all any Guarantor as an obligor in respect of the Guaranteed Obligations have been paid in fullObligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.. 131 16257277_9

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantor fully, absolutely, irrevocably, and unconditionally guarantees to Nortel the due and punctual payment in full and complete and punctual performance of all of the obligations when due of Arris under this Article XV is intended and in accordance with the terms of the Limited Liability Company Agreement, including but not limited to the obligations of Arris to make, pursuant to Section 8.02 thereof (and subject to Section 8.02(b)), redemption payments to Nortel and/or any other Class B Member (all collectively, the "Guarantied Obligations"). Guarantor agrees that the Guarantied Obligations shall be an absolute, unconditional and irrevocable, absolute irrespective of the validity, regularity or enforceability of the underlying obligations, the absence of any action to enforce the same, the recovery of any judgment against Arris, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of Guarantor, and continuing each such legal or equitable discharge is hereby irrevocably and forever waived. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: (a) this Guaranty is a guaranty of payment when due and is not of collectibility; (b) subject to the Subordination Agreement, Nortel may enforce this Guaranty upon the occurrence and during the continuance of a guaranty breach of collection. This guaranty may not be revoked by Prologis. The liability the obligations of Prologis Arris; (c) the obligations of Guarantor hereunder is exclusive and are independent of the obligations of Arris under the Limited Liability Company Agreement, and, subject to the Subordination Agreement, a separate action or actions may be brought and prosecuted against Guarantor whether or not any security for action is brought against Arris and whether or other guaranty not Arris is joined in any such action or actions; and (d) a payment of a portion, but not all, of the Guaranteed Guarantied Obligations of any Affiliate Borrower whether executed by General PartnerGuarantor shall in no way limit, Prologisaffect, any other guarantor modify or by any other party, and abridge the liability of Prologis hereunder is Guarantor for any portion of the Guarantied Obligations that has not affected or impaired by (a) any direction as to application been paid. Guarantor hereby waives diligence, presentment, demand of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guarantypayment, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to require a proceeding first against Arris, protest, notice and all demands whatsoever. Guarantor covenants that this Guaranty shall not be discharged except by the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of complete payment and full performance and not only collectabilityof the Guarantied Obligations or termination as provided in Section 4.5. If Nortel is required by any court or otherwise to return to Arris, and Guarantor, or any custodian, trustee or similar person acting in relation to Arris or Guarantor, any amount paid by or on behalf of Arris or Guarantor, this Subordinated Guaranty, to the extent theretofore discharged, shall remain be reinstated in full force and effect (notwithstandingas to such amount. Guarantor agrees that the Guarantied Obligations shall not be subject to any right of offset or counterclaim, without limitation, all of which are waived by Guarantor. Guarantor shall pay and perform all of the dissolution Guarantied Obligations immediately upon demand therefor. Any return on any portion of the Guarantied Obligations that accrues after the commencement of any Affiliate Borrowerproceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Arris (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of Guarantor and Nortel that at the Guarantied Obligations should be determined without regard to any time rule of law or from time to time no Guaranteed Obligations are outstanding or order that may relieve Arris of any other circumstance) until all Commitments have terminated and, subject to the last sentence portion of Section 15.1, all Guaranteed Obligations have been paid in fullsuch Guarantied Obligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis General Partner under this Article XV XII is intended to be an irrevocable, absolute and continuing guaranty of payment and is not merely a guaranty of collection. This guaranty may not be revoked by PrologisGeneral Partner. The liability of Prologis General Partner hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower Obligations, whether executed by General Partner, Prologis, any other guarantor or by any other partyPerson, and the liability of Prologis General Partner hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower Prologis or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate BorrowerObligations; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate BorrowerPrologis; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Borrower Prologis pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis General Partner waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis General Partner hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate BorrowerPrologis, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV XII is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.112.1, all Guaranteed Obligations have been paid in full.