Lenders, on
the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and
(c) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Guarantor and the Lenders.
SECTION 5.12. Additional Guarantors.
Each Person that is required to become a party to this Agreement pursuant to
Section 5.14 of the Credit Agreement shall become a Guarantor for all purposes
of this Agreement upon execution and delivery by such Person of an Assumption
Agreement in the form of Annex 1 hereto.
SECTION 5.13. Releases.
(a) At such time as the Loans and the other Obligations (other than contingent
indemnification and contingent expense reimbursement obligations as to which no
claim has been asserted) shall have been paid in full, the Commitments have been
terminated and no Letters of Credit shall be outstanding, this Agreement and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Guarantor hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party. At
the request and sole expense of any Guarantor following any such termination,
the Administrative Agent shall execute and deliver to such Guarantor such
documents as such Guarantor shall reasonably request to evidence such
termination.
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(b) At such time as any Guarantor ceases to be a guarantor of the Senior Notes,
such Guarantor shall be released from this Agreement and shall no longer be a
Guarantor hereunder and all obligations (other than those expressly stated to
survive such termination) of such Guarantor hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party. At
the request and sole expense of any Guarantor following any such termination,
the Administrative Agent shall execute and deliver to such Guarantor such
documents as such Guarantor shall reasonably request to evidence such
termination.
SECTION 5.14. Waiver of Jury Trial.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement
to be duly executed and delivered as of the date first above written.
BURGER KING WORLDWIDE, INC. By:
/s/ Lisa Giles-Klien
Name:
Lisa Giles-Klien Title:
Assistant Secretary
[SIGNATURE PAGE TO GUARANTEE AGREEMENT]