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<br />when no additional Guaranteed Obligations remain outstanding or will <br />accrue to Transferee under the Franchise; and (ii) subject to any required <br />consent of the Beneficiary, any direct or indirect transfer of the Franchise <br />from Transferee to (or direct or indirect acquisition of Transferee or any <br />successor thereto by (whether pursuant to a sale of assets or stock or <br />other equity interests, merger or otherwise)) any other person or entity a <br />majority of whose equity and voting interests are not beneficially owned <br />and controlled, directly or indirectly, by Guarantor. Upon termination of this <br />Guarantee in accordance with this Section II(B), all contingent liability of <br />Guarantor in respect hereof shall cease, and Guarantor shall remain liable <br />solely for Guaranteed Obligations accrued prior to the date of such <br />termination. <br /> <br />III. Waiver. Guarantor waives any and all notice of the creation, renewal, extension <br />or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by <br />Beneficiary upon this Guarantee or acceptance of this Guarantee. Guarantor waives <br />diligence, presentment, protest and demand for payment to Transferee or Guarantor <br />with respect to the Guaranteed Obligations; provided, however, that Guarantor shall be <br />furnished with a copy of any notice of or relating to default under the Franchise to which <br />Transferee is entitled or which is served upon Transferee at the same time such notice <br />is sent to or served upon Transferee. <br /> <br />IV. Representations and Warranties. Each of Guarantor and Beneficiary <br />represents and warrants that: (i) the execution, delivery and performance by it of this <br />Guarantee are within its corporate, limited liability company or other powers, have been <br />duly authorized by all necessary corporate, limited liability company or other action, and <br />do not contravene any law, order, decree or other governmental restriction binding on or <br />affecting it; and (ii) no authorization or approval or other action by, and no notice to or <br />filing with, any governmental authority or regulatory body is required for the due <br />execution, delivery and performance by it of this Guarantee, except as may have been <br />obtained or made, other than, in the case of clauses (i) and (ii), contraventions or lack of <br />authorization, approval, notice, filing or other action that would not, individually or in the <br />aggregate, impair or delay in any material respect such party's ability to perform its <br />obligations hereunder. <br /> <br />V. Binding Effect. This Guarantee, when executed and delivered by Beneficiary, <br />will constitute a valid and legally binding obligation of Guarantor, enforceable against it <br />in accordance with its terms, except as such enforcement may be limited by applicable <br />bankruptcy, insolvency or other similar laws applicable to creditors' rights generally and <br />by equitable principles (whether enforcement is sought in equity or at law). <br /> <br />VI. Notices. All notices, requests, demands, approvals, consents and other <br />communications hereunder shall be in writing and shall be deemed to have been duly <br />given and made if served by personal delivery upon the party for whom it is intended or <br />delivered by registered or certified mail, return receipt requested, or if sent by <br />Telecopier, provided that the telecopy is promptly confirmed by telephone confirmation <br /> <br />Resolution No. 2005-092 <br />Page 8 of 10 <br />