Common use of Guarantor’s Obligations Unconditional Clause in Contracts

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Collateral Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Amended and Restated Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower of any other guarantor if any of the Guaranteed Obligations or whether the any Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderCollateral Agent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect theretoto the Borrowers or the Loan Agreement and the other Loan Documents. The Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Administrative Agent or any Benefited Lender to any Borrower, any other guaranty Guarantor or any collateral that may secure any of collateral, if any, for the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations Obligations under the Loan Agreement and the other Loan DocumentsAgreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of Borrowers or any other guarantor if any of the Guaranteed Obligations Loan Party, or whether the Borrower Borrowers or any such other guarantor Loan Party is joined in any such action. The For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Loan Agreement, any other Loan Document Document, a Swap Contract or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any provision of any Loan Document other than this Guaranty (including increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrowers resulting from the extension of additional credit to the Borrowers) or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)a Swap Contract; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, collateral or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of any such claim by separate suit or compulsory counterclaim; or (v) any other circumstance (other than payment in full of the Obligations) which might otherwise constitute a defense available to, or a discharge of, the Borrower Borrowers or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent, the L/C Issuer or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Agent, the L/C Issuer or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor Loan Party or whether any Borrower or any other Loan Party is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderAgent, the L/C Issuer or any of the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor Loan Party in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, each Guarantor hereby guarantees specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid strictly and performed in accordance with their terms and the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective subject to the provisions of whether any action is brought against the Borrower of any other guarantor if any Section 4 of the Guaranteed Obligations or whether Note Purchase Agreement, and are the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be primary, absolute and unconditional obligations of such Guarantor, irrespective of: (i) any lack of validity the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any Loan Document part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating thereto; (ii) any change in to the time, manner Senior Indebtedness or place of payment ofGuaranteed Obligations or this Guaranty, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense indemnities with respect to the existence of any other guarantee of or other right that security for any of the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust Senior Indebtedness or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderGuaranteed Obligations, or (v) any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor (other than the defense of payment), or a discharge ofit being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the Borrower or any other guarantor in respect provisions of Section 4 of the Guaranteed Obligations or the Guarantor in respect hereofNote Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstances.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and each other Loan Document to which the Borrower is a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Administrative Agent or any Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligationscollateral, if any. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of or any other guarantor if any of the Guaranteed Obligations Loan Party, or whether the Borrower or any such other guarantor Loan Party is joined in any such action. The For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including including, without limitation, any increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documentsotherwise); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, if any, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Administrative Agent or any Lender, ; (v) the consummation or the failure to consummate the Merger or the Subsequent Merger; or (vvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations4.01. The obligations of the Guarantor Guarantors hereunder shall be irrevocable and shall be primary, absolute and unconditional joint and several recourse obligations, not subject to any defense, set off, recoupment or counterclaim which the Subcharterer or the other Guarantors (or any of them) may have or assert as against any Beneficiary other than the defense that payment or performance of any Guaranteed Obligation is not due under this Guaranty are independent the terms of the obligations relevant Operative Document or under the Loan Agreement and the other Loan Documentsterms of this Guarantee or has been performed, shall not be affected or impaired irrespective of any matter, and a separate action shall remain in full force and effect until payment and/or performance in full. Without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall not be released, discharged, set off or actions may be brought and prosecuted against otherwise affected by (i) the Guarantor to enforce this Guaranty, irrespective amendment or modification of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) , including any waiver or consent involving a change in the time, manner or place of payment of, or in any other term in respect of, all or any of the obligations contained in any of the Guaranteed Obligations (includingexcept that if any such amendment or modification is effected by any Beneficiary and has not been consented to by the Guarantor Representative in writing in accordance with the terms of this Guarantee the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such amendment or modification and from and after any amendment or modification effected by any Guarantor with the consent in writing of the Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, without limitationthis Guarantee shall apply to the Guaranteed Obligations as so amended or modified), (ii) any extension for longer than the original period)failure, omission or delay of any Person to assert any claim or demand or to enforce any remedy under, or any other amendment release of, any agreement relating to the Guaranteed Obligations (except that, if any such release of an agreement relating to the Guaranteed Obligations (a) is effected by any Beneficiary and has not been consented to in writing by the Guarantor Representative in accordance with the terms of this Guarantee or waiver (b) is effected by any Guarantor and has not been consented to in writing by the Beneficiary Representative in accordance with the terms of this Guarantee, the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such release, and, from and after any release effected by any Guarantor with the consent in writing of the Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, this Guarantee shall apply to the Guaranteed Obligations giving effect to such release), any departure from exercise or nonexercise by any provision person of any Loan Document other than this Guaranty (including the creation right, remedy, power or existence of privilege under any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); such agreement, (iii) any exchange assignment, conveyance, mortgage or release of, other transfer of all or non-perfection any part of any lien on the respective rights and interests of the Subcharterer or security interest the Charterer in, any collateral, to or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or under any of the Guaranteed Obligations; , or of all or any part of the rights of the Beneficiaries under this Guarantee, (iv) any voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, marshalling of assets and liabilities, receivership, conservatorship, custodianship, assignment for the existence benefit of any claimcreditors, set-offarrangement, defense composition, readjustment, winding up or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) similar proceeding (collectively, "Person")a “Bankruptcy”) with respect to any Guarantor or any Beneficiary, includingexcept that the obligations of the Guarantors under Section 2.01 shall not be accelerated by reason of the Bankruptcy of any Beneficiary, without limitation, the Lender, or (v) any rejection of any of the Charter Documents or Guaranteed Obligations in a Bankruptcy, except that the obligations of the Guarantors under Section 2.01 shall not extend to a claim or loss resulting from rejection by a Beneficiary of any of the Charter Documents or Guaranteed Obligations in such Beneficiary’s Bankruptcy unless such Bankruptcy resulted from failure on the part of any Guarantor to perform its obligations, (vi) any failure or delay, as the result of actual or alleged force majeure, in the fulfillment of any of the Guaranteed Obligations, (vii) any action to obtain or enforce any judgment against any Person or the satisfaction of any judgment for partial payment or performance against any Person (except to the extent of such payment or performance), (viii) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or ineligibility for any particular trade of, or any damage to, or loss or destruction of, or any redelivery, repossession, surrender or other interruption or cessation in the use of, any vessel or other asset subject to a Guaranteed Obligation including any governmental prohibition, political situation, military intervention, restriction, condemnation, requisition or seizure for any reason whatsoever, including any act or omission of any Beneficiary or any Guarantor and regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease or other contract), (ix) the invalidity of any payment for any reason whatsoever, (x) except as expressly provided herein, any merger or consolidation of any Beneficiary or any Guarantor into or with any other corporation or other entity, or any other corporate change in any Beneficiary or any Guarantor, or any sale, lease or transfer of any of the assets of the Beneficiaries or any Guarantor to any other Person, or any change in the ownership of any shares of Capital Stock of any Beneficiary or any Guarantor, (xi) any ineligibility of any vessel which may be the subject of a Guaranteed Obligation for documentation under the laws of any applicable country, (xii) any default by any Beneficiary or any other Person of its obligations under the Transaction Agreement or (except that Guarantors shall not be liable for Losses suffered by any Beneficiaries resulting solely from any Beneficiary Default) any Guaranteed Obligation, or any failure or delay on the part of any Beneficiary in complying with any terms or covenants under the Transaction Agreement or any such Guaranteed Obligation, or any breach of any representation or warranty by, or any act or omission of, the Beneficiaries under the Transaction Agreement or any such Guaranteed Obligation, (xiii) any other circumstance or occurrence which might otherwise constitute a legal or equitable defense available toor discharge of the liabilities of a guarantor or indemnitor except for any defense that any applicable Guaranteed Obligation is not due under the terms of the relevant Operative Document or under the terms of this Guarantee or has been performed, (xiv) any counterclaim, set off, deduction or a discharge of, defense which any Guarantor may have against the Borrower Beneficiaries or any other guarantor Person (other than any defense arising under this Guarantee or any defense that any applicable Guaranteed Obligation is not due or has been performed), and in respect no event may any Guarantor assert (and each Guarantor hereby waives and agrees not to assert) as a counterclaim, set off, deduction or defense to the obligations of any Guarantor hereunder any claim that any Guarantor may have against the Beneficiaries (other than any defense arising under the terms of this Guarantee) or any party to the Charter Documents; including the Beneficiaries (in such capacity), (xv) any order, ruling, law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any of the Guaranteed Obligations or any of the Guarantor rights, powers or remedies thereunder of any of the Guarantors, or (xvi) any failure by any Beneficiary to defend or mitigate damages respecting any claim made against any Beneficiary under any Operative Document (so long as, if such Beneficiary chooses to take action under Section 2.05 of this Guarantee, it acts in respect hereofa commercially reasonable manner).

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees guaranties, subject to the Maximum Principal Guarantied Amount, that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such actionIndenture. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity validity, irregularity or enforceability of any Loan Document the Indenture, the Interest/Principal Guaranty, this Principal Guaranty, the Notes, the Real Estate Security Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, of or in any other term in respect of, of all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of of, or consent to to, any departure from the Indenture, the Interest/Principal Guaranty, this Principal Guaranty, the Real Estate Security Documents, the Notes or any provision of any Loan Document other than this Guaranty (including the creation agreement or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)instrument relating thereto; (iii) any exchange or release of, of or non-non- perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from the Deed, the Secured Note, the Indenture or the Notes granted by the Collateral Trustee or by any other guarantyHolder, for all or any part of the Guaranteed Obligations, Drovided, however, that, notwithstanding the foregoing, no such change, release, amendment, waiver or consent shall, without the consent of the Guarantor, increase the Principal Amount of the Subordinated Notes; (iv) any failure to enforce the existence provisions of the Indenture, any claimReal Estate Security Documents, set-off, defense any Subordinated Note or any other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust agreement or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, instrument relating thereto; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Owner, the Issuer or the Collateral Trustee or any other guarantor in with respect of to the Guaranteed Obligations or the Guarantor in with respect hereofhereto or the obligations of the Guarantor under any Marriott Documents.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Collateral Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower of any other guarantor if any of the Guaranteed Obligations or whether the any Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderCollateral Agent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and each Guarantor hereby guarantees specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Guaranteed Obligations will be paid strictly and performed in accordance with their terms and the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of whether any action is brought against the Borrower value, genuineness, validity, legality, regularity or enforceability or lack thereof of any other guarantor if any part of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of to the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)or this Guaranty, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of indemnities with respect to the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection existence of any lien on other guarantee of or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence , or any substitution, release or exchange of any claimother guarantee of or security for any of the Guaranteed Obligations, set-offand, defense or other right that to the Guarantor may have against any natural personfullest extent permitted by applicable law, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v) irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor (other than the defense of payment), or a discharge ofit being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be irrevocable, the Borrower or primary, absolute and unconditional under any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereofand all circumstances.

Guarantor’s Obligations Unconditional. (a) The Each Guarantor hereby hereby, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments to which the Borrower is a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent or the Lenders with respect thereto. The Each Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Agent or any Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligationscollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement joint and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The several liability of the Guarantor Guarantors hereunder shall be absolute absolute, unconditional and unconditional irrevocable irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including including, without limitation, any increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documentsotherwise); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-set off, defense or other right that the Guarantor Guarantors may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, Agent and Lenders; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor Guarantor in respect of the Guaranteed Obligations or the any Guarantor in respect hereof, other than payment thereof in full.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of the Guarantor under this Guaranty or requiring payment or performance of the Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter, that any Holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Guaranteed Obligations; (d) except to the extent set forth in Section 1, exercise or assert any other right or remedy to which such Holder is or may be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Guaranteed Obligation. The Guarantor hereby guarantees agrees that this Guaranty shall be continuing, and that the Guaranteed Obligations will be paid strictly and performed in accordance with their terms and the terms of this Guaranty, and are the Loan Documentsprimary, regardless absolute and unconditional obligations of the Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any lawpart of the Guaranteed Obligations or any agreement or instrument relating to the Guaranteed Obligations or this Guaranty, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights existence of the Lender any indemnities with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty to the existence of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty guarantee of or any collateral that may secure security for any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantyany substitution, irrespective of whether any action is brought against the Borrower release or exchange of any other guarantor if guarantee of or security for any of the Guaranteed Obligations Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or whether equitable discharge or defense of a surety or guarantor, it being the Borrower or any such other guarantor is joined in any such action. The liability intent of this Section 2 that the obligations of the Guarantor hereunder shall be irrevocable, primary, absolute and unconditional irrespective of: (i) under any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, and all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereofcircumstances.

Guarantor’s Obligations Unconditional. (a) The Each Guarantor hereby hereby, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments to which the Borrower is a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Each Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligationscollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement joint and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The several liability of the Guarantor Guarantors hereunder shall be absolute absolute, unconditional and unconditional irrevocable irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including including, without limitation, any increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documentsotherwise); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-set off, defense or other right that the Guarantor Guarantors may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, ; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor Guarantor in respect of the Guaranteed Obligations or the any Guarantor in respect hereof, other than payment thereof in full.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsCredit Documents to which the Companies are a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Administrative Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection collection, and waives any right to require that any resort be made by the Lender Administrative Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Credit Agreement and the other Loan Credit Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations Companies or whether the Borrower or any such other guarantor is Companies are joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional unconditional, irrespective of: of (i) any lack of validity or enforceability of any Loan Credit Document or any agreement or instrument relating thereto; (ii) any extension or change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Credit Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Credit Documents or the amount evidenced by the Loan Credit Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderAdministrative Agent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Companies or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments to which the Borrower is a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligationscollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including including, without limitation, any increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documentsotherwise); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, ; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a This Guaranty is an absolute and unconditional guaranty of payment when due and of performance, and not of collection collection, and waives shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any right to require that Action against Tenant, and without the necessity of any resort be made by the Lender to notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or of any other guaranty notice or any collateral that may secure any demand to which Guarantor might otherwise be entitled, all of the Guaranteed Obligationswhich Guarantor hereby expressly waives in advance. The obligations of the Guarantor under this Guaranty hereunder are independent of the obligations of Tenant. If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Loan Agreement Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period. This Guaranty is a continuing guaranty and will remain in full force and effect notwithstanding, and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack modifications, alterations or amendments of validity the Lease (regardless of whether Guarantor consented to or enforceability had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any Loan Document part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any agreement subletting, concession, franchising, licensing or instrument relating theretopermitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking or entering into any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant’s obligations under the Lease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding; (ii) any change the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in the time, manner or place of payment ofbankruptcy, or in of any other term in respect ofremedy for the enforcement of Tenant’s liability under the Lease, all resulting from the operation of any present or any future provision of the Guaranteed Obligations United States Bankruptcy Code (including11 U.S.C. § 101 et seq., without limitation, any extension for longer than the original periodas amended), or any from other amendment statute, or waiver of or consent to any departure from any provision the order of any Loan Document other than this Guaranty (including the creation court; or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) the rejection, disaffirmance or other termination of the Lease in any exchange or release of, or non-perfection such proceeding. This Guaranty shall continue to be effective if at any time the payment of any lien on amount due under the Lease or security interest in, this Guaranty is rescinded or must otherwise be returned by Landlord for any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person")reason, including, without limitation, the Lenderinsolvency, bankruptcy, liquidation or (v) reorganization of Tenant, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Landlord an amount equal to any other circumstance which might otherwise constitute a defense available to, such payment that has been rescinded or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereofreturned if equitable and permitted by applicable law.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect theretoto the Borrower or the Loan Agreement and the other Loan Documents. The Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Administrative Agent or any Benefited Lender to any Borrower, any other guaranty Guarantor or any collateral that may secure any of collateral, if any, for the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations Obligations under the Loan Agreement and the other Loan DocumentsAgreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of or any other guarantor if any of the Guaranteed Obligations Loan Party, or whether the Borrower or any such other guarantor Loan Party is joined in any such action. The For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Loan Agreement, any other Loan Document Document, a Swap Contract or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any provision of any Loan Document other than this Guaranty (including increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower) or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)a Swap Contract; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, collateral or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of any such claim by separate suit or compulsory counterclaim; or (v) any other circumstance (other than payment in full of the Obligations) which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees guaranties, subject to the Maximum Principal Guarantied Amount and the Maximmm Interest Guarantied Amount and, in the case of the Interest Obligations, to the provisions of Section 2(d), that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such actionIndenture. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity validity, irregularity or enforceability of any Loan Document the Indenture, this Interest/Principal Guaranty, the Principal Guaranty, the Notes, the Real Estate Security Documents or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, of or in any other term in respect of, of all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of of, or consent to to, any departure from the Indenture, this Interest/Principal Guaranty, the Principal Guaranty, the Real Estate Security Documents, the Notes or any provision of any Loan Document other than this Guaranty (including the creation agreement or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)instrument relating thereto; (iii) any exchange or release of, of or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from the Deed, the Secured Note, the Indenture or the Notes granted by the Collateral Trustee or by any other guarantyHolder, for all or any of the Guaranteed Obligations, provided, however, that, notwithstanding the foregoing, no such change, release, amendment, waiver or consent shall, without the consent of the Guarantor, increase the Yield Maintenance Amount, the Principal Amount of the Notes, the Original Principal Amount of the Notes, the Interest Rate, the Payment Rate, the Default Rate, the Deferred Interest or the Accreted Amount thereon or increase any premium payable upon redemption thereof; (iv) any failure to enforce the existence provisions of the Indenture, any claimReal Estate Security Documents, set-off, defense any Note or any other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust agreement or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, instrument relating thereto; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Owner, the Issuer or the Collateral Trustee or any other guarantor in with respect of to the Guaranteed Obligations or the Guarantor in with respect hereofhereto or the obligations of the Guarantor under any Marriott Documents.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee and suretyship constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor Loan Party or whether any Borrower or any other Loan Party is joined in any such action. The liability of the Guarantor hereunder shall be absolute absolute, unlimited and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderAgent or any of the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor Loan Party in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect theretoLender. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower of any other guarantor if any of the Guaranteed Obligations or whether the any Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor Guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsSale and Servicing Agreement, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Trust Collateral Agent or the Subject Noteholders with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligationssuch obligations. The obligations and liabilities of the Guarantor under this Limited Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: of (i1) any lack of validity or enforceability of any Loan Document of the Guaranteed Obligations, the Sale and Servicing Agreement, the Indenture, any other Basic Documents, or any agreement or instrument relating thereto; other documents related to any of the foregoing, (ii2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from the Sale and Servicing Agreement, the Indenture, any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Basic Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all document or any of instrument executed in connection with or related to the Guaranteed Obligations; , or (iv3) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, circumstances whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, similar to the Lender, or (v) any other circumstance foregoing which might otherwise constitute a defense available to, or a discharge of, the Borrower other parties to the Sale and Servicing Agreement or any other guarantor in respect of the Guaranteed Obligations Obligations, or the Guarantor in respect hereofof this Limited Guaranty. This Limited Guaranty is an irrevocable, continuing guaranty and shall remain in full force and effect until the payment in full of all the Guaranteed Obligations. This Limited Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Trust Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or otherwise, all as though such payment had not been made. This Limited Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Limited Guaranty shall not be conditioned or contingent upon the pursuit by the Trust Collateral Agent or any other Person at any time of any right or remedy against any other party to any Basic Document or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for the Guaranteed Obligations or right of setoff with respect to the Guaranteed Obligations. The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Trust Collateral Agent may be rescinded by the Trust Collateral Agent and any of the Guaranteed Obligations continued after such rescission.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect theretoAgent and the Lenders. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Agent or any Lender to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower of any other guarantor if any of the Guaranteed Obligations or whether the any Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Agent or any Lender, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid by the Guarantor strictly in accordance with the terms of the Loan Documentsthis Limited Guaranty, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender any Noteholder with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsNote covered by this Limited Guaranty. The obligations of the Guarantor under this Limited Guaranty are independent of the Company’s obligations under the Loan Agreement each Guaranteed Note and the other Loan DocumentsTransaction Documents (as defined in the Guaranteed Notes), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations Company or whether the Borrower or any such other guarantor Company is Guaranty joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Guaranteed Notes or any Loan other Transaction Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Notes, or any other amendment or waiver of or consent to any departure from any provision of the Guaranteed Notes or any Loan other Transaction Document other than this Guaranty (Limited Guaranty, including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan DocumentsGuaranteed Notes (provided, however, that the terms and conditions of the Guaranteed Notes shall not be amended without the prior written consent of the Guarantor); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lenderany Noteholder, or (viv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Company or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Each Guarantor hereby guarantees unconditionally, absolutely and irrevocably guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The Each Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the each Guarantor under this Guaranty are independent of the any other Credit Party’s obligations under the Loan this Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of Company or any other guarantor if any of the Guaranteed Obligations Credit Party or whether the Borrower Company or any such other guarantor Credit Party is joined in any such action. The liability of the each Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Guarantied Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas agreement or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)instrument relating thereto; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Guarantied Obligations; (iv) the existence of any claim, set-off, defense or other right that the any Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, ; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Company or any other guarantor Credit 66 Party in respect of the Guaranteed Guarantied Obligations or the Guarantor in respect hereof. This Guaranty will not be affected by the occurrence of any Event of Default or Default, by any present or future action of any governmental authority or court amending, modifying, varying, reducing or otherwise affecting or purporting to amend, modify, vary, reduce or otherwise affect any of the Guarantied Obligations or by any other circumstances which might constitute a legal or equitable discharge or defense of a surety or guarantor (other than by complete and irrevocable payment of the Guarantied Obligations).

Guarantor’s Obligations Unconditional. (a) The Each Guarantor hereby guarantees unconditionally, absolutely and irrevocably guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent and the Lenders with respect thereto. The Each Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Agent and the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the each Guarantor under this Guaranty are independent of the any other Credit Party’s obligations under the Loan this Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of Company or any other guarantor if any of the Guaranteed Obligations Credit Party or whether the Borrower Company or any such other guarantor Credit Party is joined in any such action. The liability of the each Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Guarantied Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas agreement or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)instrument relating thereto; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Guarantied Obligations; (iv) the existence of any claim, set-off, defense or other right that the any Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Agent or any Lender, ; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Company or any other guarantor Credit Party in respect of the Guaranteed Guarantied Obligations or the Guarantor in respect hereof. This Guaranty will not be affected by the occurrence of any Event of Default or Default, by any present or future action of any governmental authority or court amending, modifying, varying, reducing or otherwise affecting or purporting to amend, modify, vary, reduce or otherwise affect any of the Guarantied Obligations or by any other circumstances which might constitute a legal or equitable discharge or defense of a surety or guarantor (other than by complete and irrevocable payment of the Guarantied Obligations).

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Loan Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Bank with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due obligations and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations liabilities of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i1) any lack of validity or enforceability of any of the Loan Document Obligations, the Note, or any agreement or instrument relating thereto; (ii2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Loan Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)Note; (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, or (v3) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, a guarantor in respect of the Loan Obligations. 2 This Guaranty is a continuing guaranty and shall remain in full force and effect until: (1) the payment in full of all the Loan Obligations, and (2) the payment of the other expenses to be paid by the Guarantor pursuant hereto. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Loan Obligations is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or otherwise, all as though such payment had not been made. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Bank or any other person at any time of any right or remedy against the Borrower or any other guarantor person which may be become liable in respect of all or any part of the Guaranteed Loan Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto. The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor in respect hereofand without notice to or further assent by the Guarantor, any demand for payment of any of the Loan Obligations made by the Bank may be rescinded by the Bank and any of the Loan Obligations continued after such rescission.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments to which the Companies are a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection collection, and waives any right to require that any resort be made by the Lender Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Credit Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations Companies or whether the Borrower or any such other guarantor is Companies are joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional unconditional, irrespective of: of (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any extension or change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period), or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderAgent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower Companies or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Each Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments to which the Borrowers are a party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Administrative Agent or the Lenders with respect thereto. The Guarantor agrees that his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any other guaranty or any collateral that may secure any of the Guaranteed Obligations. The obligations of the Guarantor Guarantors under this Guaranty are independent of the obligations of the Borrowers under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations Borrowers or whether the Borrower or any such other guarantor is Borrowers are joined in any such action. The liability of the Guarantor Guarantors hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including including, without limitation, any increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrowers resulting from the extension of additional credit to the Borrowers or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documentsotherwise); (iii) any exchange or release of, or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the any Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Lender, Administrative Agent or any of the Lenders; or (v) any other circumstance (other than the indefeasible payment or performance in full of the Obligations) which might otherwise constitute a defense available to, or a discharge of, the either Borrower or any other Guarantor or guarantor in respect of the Guaranteed Obligations or the such Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Collateral Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Collateral Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderCollateral Agent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect theretoLenders. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the any Lender to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower of any other guarantor if any of the Guaranteed Obligations or whether the any Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the any Lender, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the any Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender Agent or the Lenders with respect thereto. The Guarantor agrees that his its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender Agent or the Lenders to any other guaranty or any collateral that may secure any of the Guaranteed ObligationsCollateral. The obligations of the Guarantor under this Guaranty are independent of the obligations under the Loan Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of any other guarantor if any of the Guaranteed Obligations or whether the Borrower or any such other guarantor is joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from any provision of any Loan Document other than this Guaranty (including the creation or existence of any Guaranteed Obligations in excess of the amount permitted by any lending formulas or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, or non-perfection of any lien Lien on or security interest in, any collateralCollateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the LenderAgent or the Lenders, or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor Guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the other applicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Benefited Lender with respect theretoto the Borrower or the Loan Agreement and the other Loan Documents. The Guarantor agrees that his guarantee this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Administrative Agent or any Benefited Lender to any Borrower, any other guaranty Guarantor or any collateral that may secure any of collateral, if any, for the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent of the obligations Obligations under the Loan Agreement and the other Loan DocumentsAgreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower of or any other guarantor if any of the Guaranteed Obligations Loan Party, or whether the Borrower or any such other guarantor Loan Party is joined in any such action. The For so long as all or any of the Obligations remain outstanding, the liability of the Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Loan Agreement, any other Loan Document Document, a Swap Contract or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations (including, without limitation, any extension for longer than the original period)Obligations, or any other amendment or waiver of or consent to any departure from the Loan Agreement (including, without limitation, any provision of any Loan Document other than this Guaranty (including increase in the creation or existence of any Guaranteed Obligations in excess obligations of the amount permitted by any lending formulas Borrower resulting from the extension of additional credit to the Borrower) or other conditions contained in the Loan Documents or the amount evidenced by the Loan Documents)a Swap Contract; (iii) any exchange or release of, or non-non- perfection of any lien on or security interest in, any collateral, collateral or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, counterclaim, defense or other right that the Guarantor may have at any time against any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, and Governmental Authorities (as hereinafter defined) (collectively, "Person"), including, without limitation, the Administrative Agent or any Benefited Lender, provided that nothing herein shall permit the assertion of any such claim by separate suit or compulsory counterclaim; or (v) any other circumstance (other than payment in full of the Obligations) which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor in respect of the Guaranteed Obligations or the Guarantor in respect hereof.