Under the guarantee agreement, what obligation do the Guarantors have to City Wide?

ITY WIDE FRANCHISE COMPANY, INC., a Kansas corporation ("CITY | | CITY WIDE | liability company] WHEREAS order to induce CITY WIDE | | ("Franchisee"), under that certain Franchise Agreement by and between Franchisee and of even date herewith ("Franchise Agreement"); and CITY WIDE desires to accept such guarantee. NOW, THEREFORE, in consideration of the covenants and conditions herein set forth, and in hereby agree, for the benefit of Franchisee, its successors and assigns, as follows: | | | | to enter into the Franchise Agreement, the Guarantors, and each of them, | | SECTION 1. | | | Guaranty. Guarantors and each of them hereby unconditionally guarantee the punctual | | | | | now or hereafter existing under the Franchise Agreement, whether for fees, expenses, interest, or otherwise (such obligations being "Obligations"), and agree to pay any and all expenses (including attorney fees and expenses) incurred by CITY WIDE in enforcing any rights under this Guaranty. SECTION 2. Guaranty Absolute. Guarantors and each of them guarantee that the Obligations will be

payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of Franchisee

• 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 the Guarantors under this Guaranty will be 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 a Guarantor.

This Guaranty will continue to be effective or be reinstated, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by CITY WIDE upon the insolvency, bankruptcy or reorganization of Franchisee or otherwise, all as though such payment had not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. Guarantors hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and 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.

SECTION 4. Waiver of Subrogation. Notwithstanding anything to the contrary in this Guaranty, Guarantors hereby irrevocably waive all rights they may have at law or in equity, to the extent that such rights may interfere with any claim or demand by CITY WIDE under the Franchise Agreement or this Guaranty (including, without limitation, any law subrogating the Guarantors to the rights of CITY WIDE), to seek contribution, indemnification, or any other form of reimbursement from Franchisee, any other Guarantor, or any other person now or hereafter primarily or secondarily liable for any obligations of Franchisee to CITY WIDE, for any disbursement made by the Guarantors under or in connection with this Guaranty or otherwise. If (i) Guarantors will make payment to CITY WIDE of all or any part of the Obligations and (ii) all the Obligations will be paid in full, CITY WIDE will, at Guarantors' request, execute and deliver to Guarantors appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to Guarantors of an interest in the Obligations resulting from such payment by Guarantors.

SECTION 5. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantors therefrom will in any event be effective unless the same will be in writing and signed by CITY WIDE, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

SECTION 6. 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;

Source: Item 22 — CONTRACTS (FDD page 65)