What is the role of the Guarantor in relation to the Anago subfranchisor's obligations?

een willing to execute the Franchise Agreement with SUBFRANCHISOR solely on SUBFRANCHISOR be personally obligated SUBFRANCHISOR (and with each other owner of SUBFRANCHISOR) for the performance of each and every obligation of SUBFRANCHISOR (and its owners) under the Franchise Agreement, any amendments or modifications to the Franchise Agreement, any extensions or renewals of the Franchise Agreement, and under each and every agreement ancillary to the Franchise Agreement that has been or hereafter may be entered by SUBFRANCHISOR with FRANCHISOR or with FRANCHISOR's affiliates related to the Franchise Agreement or the business conducted by SUBFRANCHISOR pursuant thereto (all of the aforementioned agreements are collectively referred to as the "Anago Agreements"). | You the condition that each owner of and jointly and severally liable with |

• 1. GUARANTOR'S Covenants, Representations and Guaranty. In consideration of and as an inducement to the execution of the Franchise Agreement by FRANCHISOR, you hereby personally, irrevocably and unconditionally:
  • a. represent and warrant to FRANCHISOR that the exhibits/attachments to the Franchise Agreement are accurate and complete;
  • b. guarantee the prompt payment and performance of all Obligations (as hereinafter defined) of SUBFRANCHISOR under the Anago Agreements;
  • c. agree to be personally bound by, and personally liable for the breach of, each and every provision in the Franchise Agreement and each and every provision in any of the Anago Agreements, as if you were the SUBFRANCHISOR; and

d. agree not to divert any assets to other parties in order to avoid any debt covered by this Guaranty.

The term "Obligations" means the payment of all debts, liabilities and obligations of SUBFRANCHISOR to FRANCHISOR arising under the Anago Agreements, whether direct, indirect, absolute, contingent, matured or unmatured, extended or renewed, wherever and however incurred, together with all costs of collection, compromise and enforcement, including reasonable attorneys' fees, and the prompt performance of each and every covenant, agreement and condition set forth in any of the Anago Agreements.

• 1. Waivers by GUARANTOR. You hereby waive:
  • a. acceptance and notice of acceptance by FRANCHISOR of the foregoing Guaranty;
  • b. notice of demand for payment of any indebtedness or nonperformance by SUBFRANCHISOR of any indebtedness or nonperformance by SUBFRANCHISOR of any of the Obligations;
  • c. presentment or protest of any instrument and notice thereof; and notice of default or intent to accelerate with respect to the indebtedness or nonperformance of any of the Obligations;
  • d. any right you may have to require that an action be brought against SUBFRANCHISOR or any other person as a condition of liability;
  • e. the defense of the statute of limitations in any action hereunder or for the collection or performance of any Obligation;
  • f. any and all rights to payments, indemnities and claims for reimbursement or subrogation that you may have against SUBFRANCHISOR arising from your execution of and performance under this Guaranty;
  • g. any defense based on any irregularity or defect in the creation of any of the Obligations or modification of the terms and conditions of performance thereof;
  • h. any defense based on the failure of FRANCHISOR or any other party to take, protect, perfect or preserve any right against and/or security granted by the SUBFRANCHISOR or any other party;
  • i. any and all other notices and legal or equitable defenses to which you may be entitled.
• 1. Further Agreements and Understandings. You hereby consent and agree that:
  • a. Your direct and immediate liability under this Guaranty will be joint and several with SUBFRANCHISOR and each other GUARANTOR of SUBFRANCHISOR;
  • b. The death or incapacity of any GUARANTOR will not modify, amend or terminate this Guaranty;
  • c. If you should die, become incapacitated, become insolvent or make a general assignment for the benefit of creditors, or if a proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally shall be filed or commenced by, against or in respect of you or any other GUARANTOR hereunder, any and all obligations of the GUARANTOR shall, at FRANCHISOR's option, immediately become due and payable without notice;
  • d. If any payment or transfer to FRANCHISOR which has been credited against any Obligation is voided or rescinded or required to be returned by FRANCHISOR, whether or not in connection with any event or proceeding described in Section

• 4(c), this Guaranty will continue in effect or be reinstated as though such payment transfer or recovery had not been made;

• e. You will render any payment or performance required under the Franchise Agreement and/or any of the Anago Agreements upon demand if SUBFRANCHISOR fails or refuses punctually to do so;

• f. Your liability hereunder will be construed as an absolute, unconditional, continuing and unlimited obligation without regard to the regularity, validity or enforceability of any of the Obligations, and without regard to whether any Obligation is limited, modified, voided, released or discharged in any proceeding under the United States Bankruptcy Code or any similar law affecting the rights of creditors generally;

• g. Your liability hereunder will not be contingent or conditioned upon FRANCHISOR's pursuit of any remedies against SUBFRANCHISOR or any other person;

• h. This Guaranty will continue in full force and effect for and as to any extension of or modification or amendment to the Franchise Agreement and/or any other of the Anago Agreements and you waive notice of any and all such extensions, modifications or amendments;

• i.

Source: Item 23 — RECEIPTS (FDD pages 62–298)