Who is required to execute the unconditional guaranty of payment and performance for a City Wide franchise?

corporation | | ("CITY WIDE"). | | WHEREAS, Spousal Guarantor is either married to or otherwise legally recognized as the spouse | | or domestic partner of | | an owner of | | ("Franchisee"), a | | [corporation/partnership/limited liability company], which has entered into that certain | | Franchise Agreement with CITY WIDE, dated as of even date herewith ("Franchise Agreement"); and | | WHEREAS, Spousal | | Guarantor desires to personally and unconditionally guarantee the | | obligations of Franchisee under the Franchise Agreement, subject to the limitations set forth in this | | Guaranty | | guarantee. |

WHEREAS, CITY WIDE desires to accept such guarantee.

NOW, THEREFORE, in consideration of the covenants and conditions herein set forth, and in order to induce CITY WIDE to enter into the Franchise Agreement, the Spousal Guarantor hereby agrees as follows:

SECTION 1. Guaranty. Spousal Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration, or otherwise, of all obligations of Franchisee now or hereafter existing under the Franchise Agreement, whether for fees, expenses, interest, or otherwise (collectively, "Obligations"), and agrees to pay any and all expenses (including attorney fees and expenses) incurred by CITY WIDE in enforcing any rights under this Guaranty, except to the extent limited by Section 5 below.

SECTION 2. Guaranty Absolute. Spousal Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Franchise Agreement, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of CITY WIDE with respect thereto. The liability of Spousal Guarantor under this Guaranty is absolute and unconditional irrespective of:

• (i) Any lack of validity or enforceability of the Franchise Agreement or any other agreement or instrument relating thereto;
• (ii) Any change in the time, manner, or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of, or any consent to departure from, the Franchise Agreement;
• (iii) Any exchange, release, or non-perfection of any collateral, or any release or amendment or waiver of, or consent to departure from, any other guaranty for all or any of the Obligations; or
• (iv) Any other circumstance which might otherwise constitute a defense available to, or a discharge of, Franchisee or Spousal Guarantor.

This Guaranty will continue to be effective, or be reinstated, if at any time any payment of the Obligations is rescinded or must otherwise be returned by CITY WIDE upon the insolvency, bankruptcy, or reorganization of Franchisee or otherwise, all as though such payment had not been made.

SECTION 3. Waiver. Spousal Guarantor hereby waives promptness, diligence, notice of acceptance, and any other notice with respect to any of the Obligations and this Guaranty, as well as any requirement that CITY WIDE protect, secure, perfect, or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against Franchisee or any other person or entity or any collateral, subject to Section 5 of this Guaranty.

SECTION 4. Waiver of Subrogation. Notwithstanding anything to the contrary in this Guaranty, Spousal Guarantor irrevocably waives all rights that might otherwise interfere with any claim or demand by CITY WIDE under the Franchise Agreement or this Guaranty (including, without limitation, any law subrogating Spousal Guarantor to the rights of CITY WIDE), to seek contribution, indemnification, or any other form of reimbursement from Franchisee or any other person now or hereafter primarily or secondarily liable for any obligations of Franchisee to CITY WIDE, for any disbursement made by Spousal Guarantor under or in connection with this Guaranty or otherwise.

SECTION 5. Limitation on Liens Against Spousal Property. Notwithstanding any other provision of this Guaranty:

• (i) CITY WIDE agrees and covenants that it will not seek to place or enforce any lien, security interest, or other encumbrance upon Spousal Guarantor's ownership interest in any residences or any motor vehicles owned or jointly owned by Spousal Guarantor and/or Franchisee;
• (ii) CITY WIDE agrees it will not seek to place or enforce any lien, security interest, or other encumbrance upon any 401(k), pension, IRA, or other retirement accounts owned or jointly owned by Spousal Guarantor; and
• (iii) Except as expressly limited in Sections 5(i) and 5(ii) of this Guaranty, CITY WIDE retains all rights and remedies at law or in equity, including the right to collect directly from Spousal Guarantor in satisfaction of the Obligations to the extent permitted by applicable law.

SECTION 6. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any departure by Spousal Guarantor therefrom will be effective unless it is in writing and signed by CITY WIDE. Any waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

SECTION 7. No Waiver; Remedies. No failure on the part of CITY WIDE to exercise, and no delay in exercising, any right hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Source: Item 22 — CONTRACTS (FDD page 65)