Common use of GUARANTOR'S LIABILITY Clause in Contracts

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. This Guaranty does not impose any obligation on Lenders to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by Lenders, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Lenders by Guarantor; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders and other guaranties of the Guaranteed Obligations. Notwithstanding anything contained in this Guaranty to the contrary, none of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement or any other agreement and all other tangible and intangible personal property, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefrom.

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated hereunder. This Guaranty does not impose any obligation on Lenders FRANKEL to extend or continue to extend xx xxxxnd credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by LendersFRANKEL, and the returned payment shall paxxxxx xhall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders FRANKEL additional rights, this Guaranty txxx Xxxranty shall not be deemed to supersede or replace any other guaranties given to Lenders FRANKEL by GuarantorGuarantor or any otxxx xxligations of Guarantor to FRANKEL; and the obligations guaranteed xxxxxnteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders FRANKEL and other guaranties ox xxx Xuaranteed Obligations and/or any other obligations of Guarantor to FRANKEL. CONSENT TO MODIFICAXXXXX. Guarantor consents and agrees xxxx XXXNKEL may from time to time, xx xxx sole discretion, without affecting, impairing, lessening or releasing the Guaranteed Obligations. Notwithstanding anything contained in this Guaranty to the contrary, none obligations of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement or any other agreement and all other tangible and intangible personal property, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefrom.

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. This Guaranty does not impose any obligation on Lenders Bank to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by LendersBank, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders Bank additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Lenders Bank by Guarantor; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders Bank and other guaranties of the Guaranteed Obligations. Notwithstanding anything contained CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank (and, with respect to swap obligations, its affiliates) may from time to time, in this Guaranty its sole discretion, without affecting, impairing, lessening or releasing the obligations of Guarantor hereunder: (a) extend or modify the time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the Guaranteed Obligations; (c) waive or consent to the contrary, none departure from terms of Guarantor’s other assets or income the Guaranteed Obligations; (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus d) permit any change in the business or other stock plans, interest in real property, cash, stock, securities dealings and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement relations of Borrower or any other agreement guarantor with Bank; (e) proceed against, exchange, release, realize upon, or otherwise deal with in any manner any collateral that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of Guarantor; and all (f) proceed against, settle, release, or compromise with Borrower, any insurance carrier, or any other tangible and intangible personal propertyperson or entity liable as to any part of the Guaranteed Obligations, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in and/or subordinate the future, shall be subject payment of any part of the Guaranteed Obligations to the provisions payment of any other obligations, which may at any time be due or owing to Bank; all in such manner and upon such terms as Bank may deem appropriate, and without notice to or further consent from Guarantor. No invalidity, irregularity, discharge or unenforceability of, or action or omission by Bank relating to any part of the Guaranteed Obligations or any security therefor shall affect or impair this Guaranty and shall be specifically excluded herefromGuaranty.

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated hereunder. This Guaranty does not impose any obligation on Lenders VITAQUEST to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by LendersVITAQUEST, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders VITAQUEST additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Lenders VITAQUEST by Guarantor; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders VITAQUEST and other guaranties of the Guaranteed Obligations. Notwithstanding anything contained CONSENT TO MODIFICATIONS. Guarantor consents and agrees that VITAQUEST may from time to time, in this Guaranty its sole discretion, without affecting, impairing, lessening or releasing the obligations of Guarantor hereunder: (a) extend or modify the time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations or the Loan Documents; (b) increase, renew, or enter into a novation of the Guaranteed Obligations; (c) waive or consent to the contrary, none of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement or any other agreement and all other tangible and intangible personal property, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefrom.the

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. This Guaranty does not impose any obligation on Lenders Agent to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by LendersAgent or any Lender, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders the Agent or any Lender additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Lenders Agent or any Lender by Guarantor; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders Agent or any Lender and other guaranties of the Guaranteed Obligations. Notwithstanding anything contained in this Guaranty to the contraryAPPLICATION OF PAYMENTS, none of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under BANK LIEN AND SET-OFF. Monies received from any employment agreement source by Agent or any other agreement and all other tangible and intangible personal propertyLender for application toward payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by Agent or any Lender. If a Default occurs, whether received Agent or any Lender is authorized to exercise its right of set-off or to foreclose its lien against the any funds of Guarantor held by GuarantorAgent or any Lender, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefromwithout advance notice.

GUARANTOR'S LIABILITY. This Each Guarantor and by its acceptance hereof each of the Beneficiaries hereby confirms that it is the intention of all parties hereto that the guarantee by such Guarantor pursuant to this Guaranty (not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, each of the Beneficiaries and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. This Guaranty does not impose any obligation on Lenders to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue be limited to be effective the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or be reinstatedpayments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Guaranty, result in the obligations of such Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance. No Subrogation. Notwithstanding any payment or payments made by the Guarantors hereunder, or any set-off or application of funds of the Guarantors by the Beneficiaries, the Guarantors hereby irrevocably waive any claim or other rights that they may now or hereafter acquire against RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be, if at or any time any payment other insider guarantor that arise from the existence, payment, performance or enforcement of the Guaranteed Obligations is rescinded, avoided Guarantors' obligations under this Guaranty or for any other reason must Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiaries against RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be, or any other insider guarantor or any collateral security, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be, or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be returned paid to any Guarantor in violation of the preceding sentence, such amount shall be held by Lenderssuch Guarantor in trust for the Beneficiaries, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the returned payment shall remain payable as part of Beneficiaries in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Beneficiaries, if so requested by the Beneficiaries), to be applied against the Guaranteed Obligations, all whether matured or unmatured, in such order as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Lenders by Guarantor; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders and other guaranties of the Guaranteed Obligations. Notwithstanding anything contained in this Guaranty to the contrary, none of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement or any other agreement and all other tangible and intangible personal property, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefromBeneficiaries may determine.

GUARANTOR'S LIABILITY. This Guaranty (this “Guaranty”) is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated hereunder. This Guaranty does not impose any obligation on Lenders SIMON to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by LendersSIMON, and the returned payment shall paymexx xxall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Lenders SIMON additional rights, this Guaranty thxx Xxaranty shall not be deemed to supersede or replace any other guaranties given to Lenders SIMON by GuarantorGuarantor or any othex xxligations of Guarantor to SIMON; and the obligations guaranteed hereby shall be in addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Lenders SIMON and other guaranties xx xxe Guaranteed Obligations and/or any other obligations of Guarantor to SIMON. CONSENT TO MODIFICATIOXX. Xuarantor consents and agrees xxxx XXXXN may from time to time, ix xxx xxxe discretion, without affecting, impairing, lessening or releasing the Guaranteed Obligations. Notwithstanding anything contained in this Guaranty to the contrary, none obligations of Guarantor’s other assets or income (including without limitation, life insurance, retirement plans, defined compensation plans, stock bonus or other stock plans, interest in real property, cash, stock, securities and other personal property, interests in corporations, limited liability companies, trusts or other entities, rights under any employment agreement or any other agreement and all other tangible and intangible personal property, whether received by Guarantor, by gift, inheritance or otherwise) whether owned now or in the future, shall be subject to the provisions of this Guaranty and shall be specifically excluded herefrom.