Common use of GUARANTOR’S LIABILITY Clause in Contracts

GUARANTOR’S LIABILITY. The liability of the Guarantor under paragraph 1.1.1 and paragraph 1.2 shall continue until the end of the Contractual Term, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if earlier. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time or indulgence granted by the Landlord to the Tenant; or any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or in making any demand in respect of any of them; or any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement); or the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Tenant’s liability to pay the rents reserved by this lease or observe and perform the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) including the release of any such security; or a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or any unenforceability of any of them against the Tenant; or the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this lease or the forfeiture of this lease; or the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrender, or any variation of this Lease (but the Guarantor will not be liable to the extent that any variation to which the Guarantor is not a party imposes a greater liability on the Guarantor than on the date of this guarantee); or by any other act or omission except an express written release of the Guarantor by the Landlord. The liability of each of the persons making up the Guarantor is joint and several. Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and the Landlord gives the Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer, the Guarantor shall enter into a new lease of the Property on the terms set out in paragraph 4.2. The rights and obligations under the new lease shall take effect from the date of the forfeiture or disclaimer and the new lease shall: be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant; be for a term that expires at the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer; reserve as an initial annual rent an amount equal to the Annual Rent payable under this lease at the date of the forfeiture or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it (subject to paragraph 4) and which is subject to review on the same terms and dates provided by this lease; and otherwise be on the same terms as this lease (as varied if there has been any variation). The Guarantor shall pay the Landlord’s solicitors reasonable’ costs and disbursements and any VAT in respect of them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice. The grant of a new lease and its acceptance by the Guarantor shall be without prejudice to any other rights which the Landlord may have against the Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with this lease. The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six months Annual Rent and the Guarantor shall pay that amount on demand.

GUARANTOR’S LIABILITY. The liability of the Guarantor under paragraph 1.1.1 1.1(a) and paragraph 1.2 1.2(a) shall continue until the end of the Contractual Termterm, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995Xxx 0000, if earlier. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time or indulgence granted by the Landlord to the Tenant; or any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or in making any demand in respect of any of them; or any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement); or the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Tenant’s liability to pay the rents reserved by this lease or observe and perform the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) including the release of any such security; or a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or any unenforceability of any of them against the Tenant; or the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this lease or the forfeiture of this lease; or the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrender, or any variation of this Lease (but the Guarantor will not be liable to the extent that any variation to which the Guarantor is not a party imposes a greater liability on the Guarantor than on the date of this guarantee); or by any other act or omission except an express written release by deed of the Guarantor by the Landlord. The liability of each of the persons making up the Guarantor is joint and several. Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT Variations and supplemental documents The Guarantor shall, at the request of the Landlord, join in and give its consent to the terms of any consent, approval, variation or other document that may be entered into by the Tenant in connection with this lease (or the Authorised Guarantee Agreement). The Guarantor shall not be released by any variation of the rents reserved by, or the tenant covenants in, this Lease (or the Tenant's obligations under the Authorised Guarantee Agreement) which has been notified to the Guarantor in writing whether or not: the variation is material or prejudicial to the Guarantor; or the variation is made in any document; or the Guarantor has consented, in writing or otherwise, to the variation. The liability of the Guarantor shall apply to the rents reserved by and the tenant covenants in this lease (and the Tenant's obligations under the Authorised Guarantee Agreement) as varied except to the extent that the liability of the Guarantor is affected by section 18 of the Landlord and Tenant (Covenants) Xxx 0000. Guarantor to take a new lease or make payment If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and the Landlord gives the Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer, the Guarantor shall enter into a new lease of the Property on the terms set out in paragraph 4.2. The rights and obligations under the new lease shall take effect from the date of the forfeiture or disclaimer and the new lease shall: be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant; be for a term that expires at the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer; reserve as an initial annual rent an amount equal to the Annual Rent payable under this lease at the date of the forfeiture or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it (subject to paragraph 45) and which is subject to review on the same terms and dates provided by this lease; be excluded from sections 24 to 28 of the LTA 1954; and otherwise be on the same terms as this lease (as varied if there has been any variation). The Guarantor shall pay the Landlord’s solicitors reasonablesolicitors’ reasonable and proper costs and disbursements and any VAT in respect of them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice. The grant of a new lease and its acceptance by the Guarantor shall be without prejudice to any other rights which the Landlord may have against the Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with this lease. The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six three months Annual Rent and the Guarantor shall pay that amount on demand. Rent at the date of forfeiture or disclaimer If at the date of the forfeiture or disclaimer there is a rent review pending under this lease, then the initial annual rent to be reserved by the new lease shall be the greater of: the Annual Rent previously payable (or which would have been payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it) under the lease prior to forfeiture or disclaimer; and the open market rent of the Property at the relevant Review Date, as determined by the Landlord before the grant of the new lease. Payments in gross and restrictions on the Guarantor Any payment or dividend that the Landlord receives from the Tenant (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Tenant shall be taken and applied as a payment in gross and shall not prejudice the right of the Landlord to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee and indemnity The Guarantor shall not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Tenant in respect of any payment made by the Guarantor pursuant to this guarantee and indemnity. If it otherwise receives any money in such proceedings or arrangement, it shall hold that money on trust for the Landlord to the extent of its liability to the Landlord. The Guarantor shall not, without the consent of the Landlord, exercise any right or remedy that it may have (whether against the Tenant or any other person) in respect of any amount paid or other obligation performed by the Guarantor under this guarantee and indemnity unless and until all the obligations of the Guarantor under this guarantee and indemnity have been fully performed.

GUARANTOR’S LIABILITY. The liability 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 paragraph 1.1.1 and paragraph 1.2 this Guaranty shall continue until the end of the Contractual Term, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if earlier. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time or indulgence granted by the Landlord limited to the Tenant; 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 any delay payments made by or forbearance by the Landlord in enforcing the payment on behalf of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or in making any demand in respect of any of them; or any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement); or the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord Guarantor in respect of the Tenant’s liability to pay obligations of such other Guarantor under this Guaranty, result in the rents reserved by obligations of such Guarantor under this lease Guaranty not constituting such fraudulent transfer or observe and perform the tenant covenants of the lease (conveyance. No Subrogation. Notwithstanding any payment or the Tenant’s obligations under the Authorised Guarantee Agreement) including the release of any such security; or a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or any unenforceability of any of them against the Tenant; or the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, payments made by the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this lease or the forfeiture of this lease; or the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrenderGuarantors hereunder, or any variation of this Lease (but the Guarantor will not be liable to the extent that any variation to which the Guarantor is not a party imposes a greater liability on the Guarantor than on the date of this guarantee); or by any other act or omission except an express written release of the Guarantor by the Landlord. The liability of each of the persons making up the Guarantor is joint and several. Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT If this lease is forfeited or the liability application of funds of the Tenant 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, or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantors' obligations under this lease is disclaimed Guaranty or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and the Landlord gives the Guarantor notice not later than six months after the forfeiture any right to participate in any claim or the Landlord having received notice remedy of the disclaimerBeneficiaries against RTM, the Guarantor shall enter into a new lease of the Property on the terms set out in paragraph 4.2. The rights and obligations under the new lease shall take effect from the date of the forfeiture Holdco, RTM Management, Newco One or disclaimer and the new lease shall: be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant; be for a term that expires at the same date Newco Two, as the end of the Contractual Term of this lease had there been no forfeiture case may be, or disclaimer; reserve as an initial annual rent an amount equal to the Annual Rent payable any other insider guarantor or any collateral security, whether or not such claim, remedy or right arises in equity or under this lease at the date of the forfeiture contract, statute or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on common law, including, without limitation, the right to collect it (subject 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 paid to paragraph 4) any Guarantor in violation of the preceding sentence, such amount shall be held by such Guarantor in trust for the Beneficiaries, segregated from other funds of such Guarantor, and which is subject to review on the same terms and dates provided shall, forthwith upon receipt by this lease; and otherwise such Guarantor, be on the same terms as this lease (as varied if there has been any variation). The Guarantor shall pay the Landlord’s solicitors reasonable’ costs and disbursements and any VAT in respect of them in relation turned over to the new lease and shall execute and deliver Beneficiaries in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice. The grant of a new lease and its acceptance Beneficiaries, if so requested by the Guarantor shall Beneficiaries), to be without prejudice to any other rights which the Landlord may have applied against the Guarantor Guaranteed Obligations, whether matured or against any other person or unmatured, in respect of any other security that such order as the Landlord Beneficiaries may have in connection with this lease. The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six months Annual Rent and the Guarantor shall pay that amount on demanddetermine.

GUARANTOR’S LIABILITY. The liability of the Guarantor under paragraph 1.1.1 1.1(a) and paragraph 1.2 1.2(a) shall continue until the end of the Contractual Termterm, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995Xxx 0000, if earlier. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time Anytime or indulgence granted by the Landlord to the Tenant; or any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant’s 's obligations under the Authorised Guarantee Agreement) or in making any demand in respect of any of them; or any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant’s obligations under the Authorised Guarantee Agreement); or the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Tenant’s liability to pay the rents reserved by this lease or observe and perform the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) including the release of any such security; or [a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; or or] any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or any unenforceability of any of them against the Tenant; or the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 4, the disclaimer of the Tenant’s 's liability under this lease or the forfeiture of this lease; or the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrender, or any variation of this Lease (but the Guarantor will not be liable to the extent that any variation to which the Guarantor is not a party imposes a greater liability on the Guarantor than on the date of this guarantee); or by any other act or omission except an express written release by deed of the Guarantor by the Landlord. [The liability of each of the persons making up the Guarantor is joint and several. .] Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT Variations and supplemental documents The Guarantor shall, at the request of the Landlord, join in and give its consent to the terms of any consent, approval, variation or other document that may be entered into by the Tenant in connection with this lease (or the Authorised Guarantee Agreement). The Guarantor shall not be released by any variation of the rents reserved by, or the tenant covenants in, this Lease (or the Tenant's obligations under the Authorised Guarantee Agreement) whether or not: the variation is material or prejudicial to the Guarantor; or the variation is made in any document; or the Guarantor has consented, in writing or otherwise, to the variation. The liability of the Guarantor shall apply to the rents reserved by and the tenant covenants in this lease (and the Tenant's obligations under the Authorised Guarantee Agreement) as varied except to the extent that the liability of the Guarantor is affected by section 18 of the Landlord and Tenant (Covenants) Xxx 0000. Guarantor to take a new lease or make payment If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and the Landlord gives the Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer, the Guarantor shall enter into a new lease of the Property on the terms set out in paragraph 4.2. The rights and obligations under the new lease shall take effect from beginning on the date of the forfeiture or disclaimer and the new lease shall: be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant; be for a term that expires at on the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer; reserve as an initial annual rent an amount equal to the Annual Rent payable under this lease at the date of the forfeiture or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it (subject to paragraph 45) and which is subject to review on the same terms and dates provided by this leaseLease; be excluded from sections 24 to 28 of the LTA 1954; and otherwise be on the same terms as this lease (as varied if there has been any variation). The Guarantor shall pay the Landlord’s solicitors reasonablesolicitors’ costs and disbursements (on a full indemnity basis) and any VAT in respect of them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice. The grant of a new lease and its acceptance by the Guarantor shall be without prejudice to any other rights which the Landlord may have against the Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with this lease. The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six months Annual Rent and the Guarantor shall pay that amount on demand. Rent at the date of forfeiture or disclaimer If at the date of the forfeiture or disclaimer there is a rent review pending under this lease, then the initial annual rent to be reserved by the new lease shall be the greater of: the Annual Rent previously payable (or which would have been payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it) under the lease prior to forfeiture or disclaimer; and the open market rent of the Property at the Review Date, as determined by the Landlord before the grant of the new lease. Payments in gross and restrictions on the Guarantor Any payment or dividend that the Landlord receives from the Tenant (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Tenant shall be taken and applied as a payment in gross and shall not prejudice the right of the Landlord to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee and indemnity. The Guarantor shall not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Tenant in respect of any payment made by the Guarantor pursuant to this guarantee and indemnity. If it otherwise receives any money in such proceedings or arrangement, it shall hold that money in trust for the Landlord to the extent of its liability to the Landlord. The Guarantor shall not, without the consent of the Landlord, exercise any right or remedy that it may have (whether against the Tenant or any other person) in respect of any amount paid or other obligation performed by the Guarantor under this guarantee and indemnity unless and until all the obligations of the Guarantor under this guarantee and indemnity have been fully performed.