Common use of Nature of Liability Clause in Contracts

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party U.S. Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each U.S. Borrower hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party U.S. Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Borrower guarantees the same Relevant Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in such U.S. Borrower with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders, the Issuing Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Guarantied Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders, such Issuing Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Guarantied Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender or Issuing Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief case or proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief case or proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. (a) The liability of each Credit Party Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor hereunder shall not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (ev) any payment made to any Guaranteed Creditor the Administrative Agent or the Secured Creditors on the Guaranteed Obligations which any the Administrative Agent or such Guaranteed Creditor repays Secured Creditors repay to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by If claim is ever made upon the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all Administrative Agent or any part of the Obligations Secured Creditor for repayment or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), receivershipthen and in such event each Parent Guarantor agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon such Parent Guarantor, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect liability of the Obligations Borrower, and each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or a Credit Party in respect of this Credit Party Guarantee or recovered to the Obligations other than the occurrence of the Payment in Full Datesame extent as if such amount had never originally been received by any such payee.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent, the L/C Issuers and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by any Borrower or any Credit Party; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent, the Collateral Agent or any Lender in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent, any Lender or any L/C Issuer on the Guaranteed Obligations which any such Guaranteed Creditor Agent, Lender or L/C Issuer repays to any Guaranteed Party the Borrowers pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. This Guaranty shall constitute a guaranty of payment, and not of collection. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agreesand, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall not be affected or impaired by by: (a) any direction as to application of payment by any Borrower, any other Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment of the Guaranteed Obligations in connection with the Payment in Full Datecash), or (d) any dissolution, termination or increase, decrease or change in personnel by any Borrower or any other Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, 6 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. (a) The liability of each Credit Party the Company hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Subsidiary Borrowers whether executed by the Company, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party the Company hereunder shall not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party Subsidiary Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Subsidiary Borrowers, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Subsidiary Borrowers, or (ev) any payment made to any Guaranteed Creditor the Administrative Agent or the Lenders on the Guaranteed Obligations which any such Guaranteed Creditor repays the Administrative Agent or the Lenders repay to any Guaranteed Party the Subsidiary Borrowers pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party the Company waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by If claim is ever made upon the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all Administrative Agent or any part of the Obligations Lender for repayment or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Subsidiary Borrower), receivershipthen and in such event the Company agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon the Company, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit Party, or their assets or any resulting release or discharge liability of any obligation of Subsidiary Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datesuch payee.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, direct, joint and several, and unconditional, irrevocable and exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Issuer, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with payment of the Payment in Full DateRelevant Guaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor Secured Party on the Relevant Guaranteed Obligations which any such Guaranteed Creditor Secured Party repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors Secured Parties as contemplated in Section 13.05, 5 or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability Guarantors jointly and severally agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in, this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Revolving Agent, the Collateral Agent and/or Secured Parties with respect to any of the provisions thereof; (c) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor any Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrower; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent, the Revolving Agent or the Collateral Agent in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent or Secured Party on the Obligations which any such Guaranteed Creditor Agent or Secured Party repays to any Guaranteed Credit Party pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of any Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and several, and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrowers, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, 5 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligations, Obligations of the Borrowers or any other Guaranteed Party whether executed by such Guarantor, any other guarantor Guarantor, Holdings, a Borrower or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by Holdings, the Borrowers or any other Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowers or any other Guaranteed Party, or (e) the failure of a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (f) any payment made to any Guaranteed Secured Creditor on the Guaranteed Obligations which any such Guaranteed Secured Creditor repays to the Borrowers or any other Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 13.05, 7 hereof or (gh) any invalidity, rescission, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. (i) The liability of each Credit Party U.S. Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of any Guaranteed Party whether executed by such U.S. Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party neither U.S. Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of any Guaranteed Party, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor the Secured Creditors on the Guaranteed Obligations which any such Guaranteed Secured Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party U.S. Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, . (ii) If claim is ever made upon any Secured Creditor for repayment or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), receivershipthen and in such event each U.S. Parent Guarantor agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon each U.S. Parent Guarantor, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit liability of any Guaranteed Party, and such U.S. Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or their assets or recovered to the same extent as if such amount had never originally been received by any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datesuch payee.

Nature of Liability. The liability Each Guarantor agrees that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party Person as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other Person; (e) any dissolution, termination or increase, decrease or change in personnel by any Borrower or any other Credit Party; (f) any Agent or Lender granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other Person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other Person; (g) the existence, value or condition of, or failure to perfect any Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by any Agent or Lender in respect thereof (including the release of any such security); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent or Lender on the Obligations which any such Guaranteed Creditor Agent or Lender repays to any Guaranteed a Credit Party or other Person pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor instead of a Guarantor or by anything done or omitted which but for this provision might operate to exonerate or discharge a Guarantor or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or ; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Dateguarantor.

Nature of Liability. The liability of each Credit Party Intermediate Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of any Guaranteed Party whether executed by Intermediate Holdings, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Intermediate Holdings hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any each Guaranteed Party or by any other partyparty (other than a direction by the Guaranteed Creditor receiving such payment), or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of each Guaranteed Party, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Intermediate Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction of the type described in Section 11.05. Notwithstanding anything to the contrary contained herein, any guaranty provided under this Agreement or any other Credit Document will continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Guaranteed Creditors as contemplated in Section 13.05upon the insolvency, bankruptcy or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or reorganization of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Guaranteed Party or any other Person liable for any of the Obligationsotherwise, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Dateall as though such payment had not been made.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrower; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent, or the Collateral Agent in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent or Lender on the Obligations which any such Guaranteed Creditor Agent or Lender repays to any Guaranteed Party the Borrowers pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute absolute, joint and several, and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party Guarantor understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower, any other Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, guaranty or undertaking or maximum liability of a guarantor such Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateGuaranteed Obligations to the extent of such payment), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, 5 hereof or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit U.S. Guarantor Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit each U.S. Guarantor Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit U.S. Guarantor Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Guarantor Party guarantees the same Relevant Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit such U.S. Guarantor Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. (a) The liability of each Credit Party Guarantor ------------------- hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrowers whether executed by any other guarantor such Guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Guarantor hereunder shall is not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party a Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of a Borrower, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partyof a Borrower, or (ev) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party a Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party such Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, . (b) If claim is ever made upon any Guaranteed Creditor for repayment or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvency, receivership, reorganization, arrangement, moratorium, winding up decree or other debtor relief proceeding affecting order of any Credit Party, court or their assets administrative body having jurisdiction over such payee or any resulting release of its property or discharge (ii) any settlement or compromise of any obligation such claim effected by such payee with any such claimant (including any Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, this Guaranty or any other Person, whether in connection herewith or in instrument evidencing any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect liability of the Obligations Borrowers, and each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or a Credit Party in respect of this Credit Party Guarantee or recovered to the Obligations other than the occurrence of the Payment in Full Datesame extent as if such amount had never originally been received by any such payee.

Nature of Liability. (a) The liability of each Credit Party JCC Holding hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrower whether executed by JCC Holding, any other guarantor Guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party JCC Holding hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee 176 guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor the Administrative Agent or the Secured Creditors on the Obligations indebtedness which any the Administrative Agent or such Guaranteed Creditor repays to any Guaranteed Party Secured Creditors repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party JCC Holding waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, . (b) If claim is ever made upon any Secured Creditor for repayment or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), receivershipthen and in such event JCC Holding agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon JCC Holding, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit Partyliability of the Borrower, and JCC Holding shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or their assets recovered to the same extent as if such amount had never originally been received by any such payee. (c) It is the desire and intent of JCC Holding and the Secured Creditors that this JCC Holding Guaranty shall be enforced against JCC Holding to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of JCC Holding under this JCC Holding Guaranty shall be adjudicated to be invalid or unenforceable for any resulting release or discharge reason (including, without limitation, because of any obligation of any Credit Partyapplicable state or federal law relating to fraudulent conveyances or transfers), or (j) then the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect amount of the Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee or JCC Holding shall be deemed to be reduced and JCC Holding shall pay the Obligations other than the occurrence maximum amount of the Payment in Full DateGuaranteed Obligations which would be permissible under applicable law.

Nature of Liability. The liability of each Credit Party U.S. Borrower hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant ABL Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each U.S. Borrower hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant ABL Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant ABL Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party U.S. Borrower waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.06, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant ABL Guaranteed Obligations or of any security therefor. To the extent more than one U.S. Borrower guarantees the same Relevant ABL Guaranteed Obligations hereunder, or (h) any change in the corporate existence, structure or ownership liabilities of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in such U.S. Borrower with respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datethereto shall be joint and several.

Nature of Liability. The liability of each Credit Party hereunder is primary(a) Each Guarantor waives any right (except as shall be required by applicable Law and cannot be waived) to require the Administrative Agent or the Lenders to (i) proceed against any Borrower or any other party, absolute and unconditional, exclusive and independent (ii) proceed against or exhaust any security held from any Borrower or any other party or (iii) pursue any other remedy in the Administrative Agent's or any other Lenders' power whatsoever. Each Guarantor waives any defense based on or arising out of any security for defense of any Borrower or any other guarantee party, other than payment in full of the Obligations, whether executed by based on or arising out of the disability of any Borrower, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Obligations. To the greatest extent permitted by law the Administrative Agent and the Lenders may, at their election, foreclose on any security therefor, or (h) any change in held by the corporate existence, structure or ownership of any Credit Party Administrative Agent or any other Person liable for Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any of such sale is commercially reasonable (to the Obligationsextent such sale is permitted by applicable Law), or (i) exercise any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up other right or remedy the Administrative Agent and any other debtor relief proceeding affecting Lenders may have against any Credit Party, or their assets Borrower or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditorparty, or any other Personsecurity, whether in connection herewith without affecting or impairing in any unrelated transactionsway the liability of any Guarantor hereunder except to the extent the Obligations have been paid. Each Guarantor waives any defense arising out of any such election by the Administrative Agent or the Lenders, even though such election operates to impair or (k) extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other circumstance which might Guarantor or any other party or any security. (b) Each Guarantor waives all presentments, demands for performance, protests and notices (except as otherwise constitute a defense available toexpressly provided for herein), including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or a discharge ofincurring of new or additional Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower's financial condition and assets, a Credit Party in respect and of all circumstances bearing upon the risk of nonpayment of the Obligations or a Credit Party in respect of this Credit Party Guarantee or and the Obligations other than the occurrence nature, scope and extent of the Payment in Full Daterisks which each Guarantor assumes and incurs hereunder, and agrees that the Administrative Agent and the Lenders shall have no duty to advise any Guarantor of information known to them regarding such circumstances or risks.

Nature of Liability. (a) The liability Obligations and other liabilities of each Credit Party hereunder is primary, absolute and unconditional, exclusive the Parent Company under its Guaranty are in addition to and independent of any security or other Collateral for or other guarantee guaranties of all or any part of the Guaranteed Obligations, whether executed and delivered by the Parent Company, any other guarantor or by any other partyPerson, and each Credit Party understands the Obligations and agrees, to other liabilities of the fullest extent permitted Parent Company under law, that the liability of such Credit Party hereunder its Guaranty shall not be affected or impaired by (ai) any direction as to application of any payment by the Borrower or any Guaranteed other Credit Party or by any other partyPerson, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a any other guarantor or of any other party Person as to all or any part of the Guaranteed Obligations, or (ciii) any payment on or in any reduction of any such other guarantee guaranty or undertaking undertaking, (other than in connection with the Payment in Full Date), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (eiv) any payment made to the Administrative Agent or to any Guaranteed Creditor of the other Secured Creditors on the Guaranteed Obligations which any the Administrative Agent or such Guaranteed Creditor repays other Secured Creditors shall repay to the Borrower or to any Guaranteed Party pursuant to court order other Credit Parties in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up Insolvency Proceeding or other debtor relief legal proceeding, and each Credit Party the Parent Company irrevocably waives any right to the deferral or modification of any of its obligations hereunder Obligations under its Guaranty by reason of any such Insolvency Proceeding or other legal proceeding, or (fv) any action or inaction by any of the Guaranteed Secured Creditors as contemplated of the kind referred to in Section 13.05SECTION 7.5, or (gvi) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any Collateral or other security therefor, . (b) If any claim is ever made upon the Administrative Agent or (h) upon any change in other Secured Creditor for the corporate existence, structure repayment or ownership recovery of any Credit Party amount or any other Person liable for amounts received in payment or on account of any of the Guaranteed Obligations, and any of such Secured Creditors repays all or any part of such amount by reason of (i) any bankruptcyjudgment, insolvency, receivership, reorganization, arrangement, moratorium, winding up decree or order of any court or other debtor relief proceeding affecting any Credit Party, or their assets Governmental Authority having jurisdiction over such Secured Creditor or any resulting release or discharge of any obligation of any Credit Partyits Property, or (jii) the existence any settlement or compromise of any claimsuch claim effected by such Secured Creditor with any such claimant (including the Borrower), setoff then, and in any such event, the Parent Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Company, and, notwithstanding the termination or cancellation of any Instrument evidencing any Obligations or other rights which any Credit Party may have at any time against liabilities of the Borrower or of any other Credit Party, a Guaranteed the Parent Company shall nevertheless be and remain liable to such Secured Creditor under its Guaranty for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such Secured Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrower; (f) the Administrative Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Administrative Agent or Lender on the Obligations which Administrative Agent or any such Guaranteed Creditor Lender repays to any Guaranteed Party the Borrower pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. (a) The liability of each Credit Party Subsidiary Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guarantee of the Obligations, Guaranteed Obligations of the Borrowers or any Guarantor whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Subsidiary Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrowers or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrowers, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrowers, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrowers pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Subsidiary Guarantor, to the extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . 121 -115- (fb) any action or inaction by It is the desire and intent of each Subsidiary Guarantor and the Guaranteed Creditors as contemplated that this Subsidiary Guarantee shall be enforced against each Subsidiary Guarantor to the fullest extent permissible under the laws and public policies applied in Section 13.05each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Subsidiary Guarantor under this Subsidiary Guarantee shall be adjudicated to be invalid or unenforceable for any reason (g) including, without limitation, because of any invalidityapplicable state or federal law relating to fraudulent conveyances or transfers), irregularity or enforceability of all or any part then the amount of the Guaranteed Obligations or of any security therefor, or (h) any change in such Subsidiary Guarantor shall be deemed to be reduced and such Subsidiary Guarantor shall pay the corporate existence, structure or ownership of any Credit Party or any other Person liable for any maximum amount of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights Guaranteed Obligations which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datewould be permissible under applicable law.

Nature of Liability. (a) The liability of each Credit Party Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guarantee of the Obligations, Guaranteed Obligations of the Borrower or any Guarantor whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor, to the extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by It is the desire and intent of each Guarantor and the Guaranteed Creditors as contemplated that this Guarantee shall be enforced against each Guarantor to the fullest extent permissible under the laws and public policies applied in Section 13.05each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Guarantor under this Guarantee shall be adjudicated to be invalid or unenforceable for 105 any reason (g) including, without limitation, because of any invalidityapplicable state or federal law relating to fraudulent conveyances or transfers), irregularity or enforceability of all or any part then the amount of the Guaranteed Obligations or of any security therefor, or (h) any change in such Guarantor shall be deemed to be reduced and such Guarantor shall pay the corporate existence, structure or ownership of any Credit Party or any other Person liable for any maximum amount of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights Guaranteed Obligations which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datewould be permissible under applicable law.

Nature of Liability. (a) The liability of each Credit Party Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrowers whether executed by such Parent Guarantor, -97- 105 any other guarantor Guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrowers or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrowers, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrowers, or (e) any payment made to any Guaranteed Creditor the Agent or the Secured Creditors on the Obligations indebtedness which any the Agent or such Guaranteed Creditor repays to any Guaranteed Party Secured Creditors repay the Borrowers pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, . (b) If claim is ever made upon any Secured Creditor for repayment or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), receivershipthen and in such event each Parent Guarantor agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon such Parent Guarantor, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect liability of the Obligations Borrowers, and such Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or a Credit Party in respect of this Credit Party Guarantee or recovered to the Obligations other than the occurrence of the Payment in Full Datesame extent as if such amount had never originally been received by any such payee.

Nature of Liability. (a) The liability of each Credit Party Subsidiary Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guarantee of the Obligations, Guaranteed Obligations of the Borrowers or any Guarantor whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Subsidiary Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrowers or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrowers, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrowers, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrowers pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Subsidiary Guarantor, to the extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by It is the desire and intent of each Subsidiary Guarantor and the Guaranteed Creditors as contemplated that this Subsidiary Guarantee shall be enforced against each Subsidiary Guarantor to the fullest extent permissible under the laws and public policies applied in Section 13.05each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Subsidiary Guarantor under this Subsidiary Guarantee shall be adjudicated to be invalid or unenforceable for any reason (g) including, without limitation, because of any invalidityapplicable state or federal law relating to fraudulent conveyances or transfers), irregularity or enforceability of all or any part then the amount of the Guaranteed Obligations or of any security therefor, or (h) any change in such Subsidiary Guarantor shall be deemed to be reduced and such Subsidiary Guarantor shall pay the corporate existence, structure or ownership of any Credit Party or any other Person liable for any maximum amount of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights Guaranteed Obligations which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datewould be permissible under applicable law.

Nature of Liability. (a) The liability of each Credit Party Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Company whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Company or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Company, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Company, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Company pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor, to the extent permitted by applicable law, waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by It is the desire and intent of each Guarantor and the Guaranteed Creditors as contemplated that this Guaranty shall be enforced against each Guarantor to the fullest extent permissible under the laws and public policies applied in Section 13.05each jurisdiction in which enforcement is sought. If, however, and to the extent 116 that, the obligations of any Guarantor under this Guaranty shall be adjudicated to be invalid or unenforceable for any reason (g) including, without limitation, because of any invalidityapplicable state or federal law relating to fraudulent conveyances or transfers), irregularity or enforceability of all or any part then the amount of the Guaranteed Obligations or of any security therefor, or (h) any change in such Guarantor shall be deemed to be reduced and such Guarantor shall pay the corporate existence, structure or ownership of any Credit Party or any other Person liable for any maximum amount of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights Guaranteed Obligations which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datewould be permissible under applicable law.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with full in cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceedingproceeding under Debtor Relief Laws, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding under Debtor Relief Laws affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party the Guarantors hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligationsindebtedness of the other Guarantor, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Borrower hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Guaranteed Party the Guarantors or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Guarantors, or (e) the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of the Guaranty contained in this Agreement, (f) to the extent permitted by applicable law, any payment made to any Guaranteed Creditor the Lenders on the Obligations indebtedness which any such Guaranteed Creditor the Lender repays to any Guaranteed Party the Guarantors pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Creditors Guarantors as contemplated in Section 13.05, or (gh) any invalidity, rescission, irregularity or enforceability unenforceability of all or any part of the Obligations or of any security therefor. Each Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount of the Obligations against such Guarantor without proceeding against any other Guarantor, or (h) against any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable security for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against under any other Credit Party, guaranty covering all or a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise portion of the Obligations. This Guaranty shall constitute a defense available toguaranty of payment, or a discharge of, a Credit Party in respect and not of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datecollection.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders, the Issuing Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Guarantied Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders, such Issuing Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Guarantied Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders, and the Issuing Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender or Issuing Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. The liability of each Credit Party the Guarantors hereunder is primary, absolute absolute, joint and unconditionalseveral, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the Obligationsindebtedness of the other Guarantor, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Borrower hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Guaranteed Party the Guarantors or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Guarantors, or (e) the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of the Guaranty contained in this Agreement, (f) to the extent permitted by applicable law, any payment made to any Guaranteed Creditor the Lenders on the Obligations indebtedness which any such Guaranteed Creditor the Lender repays to any Guaranteed Party the Guarantors pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fg) any action or inaction by the Guaranteed Creditors Guarantors as contemplated in Section 13.05, or (gh) any invalidity, rescission, irregularity or enforceability unenforceability of all or any part of the Obligations or of any security therefor. Each Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount of the Obligations against such Guarantor without proceeding against any other Guarantor, or (h) against any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable security for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against under any other Credit Party, guaranty covering all or a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise portion of the Obligations. This Guaranty shall constitute a defense available toguaranty of payment, or a discharge of, a Credit Party in respect and not of the Obligations or a Credit Party in respect collection. 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 44 of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.66

Nature of Liability. The liability of each Credit Loan Agreement Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Relevant Guaranteed Obligations whether executed by such Loan Agreement Party, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit each Loan Agreement Party hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any the Guaranteed Creditor Creditors on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Loan Agreement Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by of the Guaranteed Creditors as contemplated type described in Section 13.059.05, or (g) any invalidity, irregularity the lack of validity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party Loan Document or any other Person liable for any of instrument relating thereto. To the Obligations, or extent more than one Loan Agreement Party (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence Canadian Parent and the Canadian Borrower) guarantees the same Relevant Guaranteed Obligations hereunder, the liabilities of such Loan Agreement Parties with respect thereto shall be joint and several. To the extent the Canadian Parent or the Canadian Borrower guarantees the Relevant Guaranteed Obligations hereunder, the liabilities of the Payment in Full DateCanadian Parent and the Canadian Borrower with respect thereto shall be several, with each of the Canadian Parent and the Canadian Borrower being obligated with respect to 100% of its Relevant Guaranteed Obligations.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent and/or Participating Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or increase, decrease or change in personnel by the Borrower; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or the Collateral Agent in respect thereof (including, without limitation, the release of any such Security); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent or Participating Lender on the Obligations which any such Guaranteed Creditor Agent or Participating Lender repays to any Guaranteed Party the Borrower pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrower or any Guaranteed Credit Party, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or ; (f) the Collateral Agent granting any action time, indulgence or inaction by the Guaranteed Creditors as contemplated in Section 13.05concession to, or (g) any invaliditycompounding with, irregularity discharging, releasing or enforceability of all or any part of varying the Obligations or of any security thereforliability of, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person person liable for or renewing, determining, varying or increasing any of accommodation, facility or transaction or otherwise dealing with the Obligationssame in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent, the Collateral Agent or any Lender in respect thereof (including, without limitation, the release of any such Collateral); (h) any act or omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor instead of a Guarantor or by anything done or omitted which but for this provision might operate to exonerate or discharge a Guarantor; or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up other action or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. (a) The liability of each Credit Party Parent Guarantor hereunder is primary, absolute joint and unconditional, several and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrower whether executed by such Parent Guarantor, any other Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by It is the desire and intent of each Parent Guarantor and the Guaranteed Creditors as contemplated that this Guaranty shall be enforced against each Parent Guarantor to the fullest extent permissible under the laws and public policies applied in Section 13.05each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Parent Guarantor under this Guaranty shall be adjudicated to be invalid or unenforceable for any reason (g) including, without limitation, because of any invalidityapplicable state or federal law relating to fraudulent conveyances or transfers), irregularity or enforceability of all or any part then the amount of the Guaranteed Obligations or of any security therefor, or (h) any change in such Parent Guarantor shall be deemed to be reduced and such Parent Guarantor shall pay the corporate existence, structure or ownership of any Credit Party or any other Person liable for any maximum amount of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights Guaranteed Obligations which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datewould be permissible under applicable law.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Revolving Agent, the Collateral Agent and/or Secured Creditors with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrowers; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent, the Revolving Agent, or the Collateral Agent in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Agent or Secured Creditor on the Obligations which any such Guaranteed Agent or Secured Creditor repays to any Guaranteed Party the Borrowers pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. (a) The liability of each Credit Party Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrower whether executed by such Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor 156 hereunder shall not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (ev) any payment made to any Guaranteed Creditor the Administrative Agent or the Secured Creditors on the Guaranteed Obligations which any the Administrative Agent or such Guaranteed Creditor repays Secured Creditors repay to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or . (fb) any action or inaction by If claim is ever made upon the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all Administrative Agent or any part of the Obligations Secured Creditor for repayment or recovery of any security therefor, amount or (h) any change amounts received in the corporate existence, structure payment or ownership on account of any Credit Party or any other Person liable for any of the Obligations, Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any bankruptcyjudgment, insolvencydecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), receivershipthen and in such event each Parent Guarantor agrees that any such judgment, reorganizationdecree, arrangementorder, moratoriumsettlement or compromise shall be binding upon such Parent Guarantor, winding up notwithstanding any revocation hereof or other debtor relief proceeding affecting instrument evidencing any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect liability of the Obligations Borrower, and each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or a Credit Party in respect of this Credit Party Guarantee or recovered to the Obligations other than the occurrence of the Payment in Full Datesame extent as if such amount had never originally been received by any such payee.

Nature of Liability. (a) The liability of each Credit Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Guaranteed Obligations of the Borrower whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Holdings hereunder shall not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (ev) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Holdings waives any right to the deferral or modification of its obligations hereunder by 172 reason of any such proceeding, or (fvi) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity lack of validity or enforceability of all any Credit Document or any part instrument relating thereto. (b) The liability of Holdings shall not be affected nor shall this Holdings Guaranty be discharged or reduced by reason of: (i) the Obligations incapacity or of any security therefor, or (h) any change in the corporate existencename, structure style or ownership constitution of the Borrower or any other person liable; (ii) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrower or any other person liable; (iii) any novation of any Credit Party or Document (including, without limitation, any other Person liable for any novation arising on the amalgamation of the Obligations, or companies); or (iiv) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of Holdings had it been a principal debtor relief proceeding affecting any Credit Party, instead of a guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateHoldings.

Nature of Liability. The liability Guarantors agree that this Guaranty is a guaranty of each Credit Party hereunder is payment and performance and not of collection, and that their obligations under this Guaranty shall be primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other partyirrespective of, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder each Guarantor shall not be affected by, nor shall this Guaranty be discharged or impaired reduced by reason of: (a) the genuineness, validity, regularity, enforceability or any direction as to application of payment by any Guaranteed Party future amendment of, or by change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party, or ; ­NY12534:166729.34 (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent, the Collateral Agent and/or Lenders with respect to any of the provisions thereof; (c) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date), or undertaking; (d) the incapacity or any change in the name, style or constitution of any Credit Party or any other person liable; (e) any dissolution, termination or termination, increase, decrease or change in personnel by the Borrower; (f) the Collateral Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Credit Party or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Credit Party or any other person liable; (g) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or the Collateral Agent in respect thereof (including, without limitation, the release of any such Collateral); (h) the insolvency of any Credit Party, or (e) any payment made to any Guaranteed Creditor Agent or Lender on the Obligations which any such Guaranteed Creditor Agent or Lender repays to any Guaranteed Party the Borrower pursuant to a court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or ; (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of a Guarantor had it been a principal debtor relief proceeding affecting any Credit Party, instead of a Guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or a Guarantor; or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, action or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateGuarantor.

Nature of Liability. (a) The liability of each Credit Party Parent Guarantors hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Obligations, Obligations of the Borrower whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Parent Guarantors hereunder shall not be affected or impaired by (ai) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (bii) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsObligations of the Borrower, or (ciii) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (div) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (ev) any payment made to any Guaranteed Creditor Lender on the Obligations which any such Guaranteed Creditor Lender repays to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party waives Parent Guarantors waive any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (fvi) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity lack of validity or enforceability of all any Credit Document or any part instrument relating thereto. (b) The liability of Parent Guarantors shall not be affected nor shall this Parents Guarantee be discharged or reduced by reason of: (i) the Obligations incapacity or of any security therefor, or (h) any change in the corporate existencename, structure style or ownership constitution of the Borrower or any other person liable; (ii) the Administrative Agent granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrower or any other person liable; (iii) any novation of any Credit Party or Document (including, without limitation, any other Person liable for any novation arising on the amalgamation of the Obligations, or companies); or (iiv) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up act or other omission which would not have discharged or affected the liability of Holdings had it been a principal debtor relief proceeding affecting any Credit Party, instead of a guarantor or their assets by anything done or any resulting release omitted which but for this provision might operate to exonerate or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateParent Guarantors.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateGuaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateGuaranteed Obligations.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with full in cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceedingproceeding under Debtor Relief Laws, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding under Debtor Relief Laws affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.

Nature of Liability. The liability of each Credit Party Guarantor hereunder is primary, absolute and unconditional, unconditional and exclusive and independent of any security for or other guarantee guaranty of the Obligations, Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the no Guarantor’s liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsCredit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to the Administrative Agent, the Lenders, the Issuing Lenders or any Guaranteed Creditor Hedging Agreement Provider on the Guarantied Credit Party Obligations which any that the Administrative Agent, such Guaranteed Creditor repays to any Guaranteed Party Lenders, such Issuing Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which (including any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, a guarantor or a borrower other than the payment in full of the Credit Party Obligations. The guaranty under this Section 9 is a continuing and irrevocable guaranty of all Guarantied Credit Party Obligations now or hereafter existing and shall remain in full force and effect until all Credit Party Obligations and any other amounts payable under this Section 9 (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are indefeasibly paid in full in cash (or, solely with respect to Letters of Credit and any obligations owing to any Hedging Agreement Provider arising under any Hedging Agreement, arrangements reasonably satisfactory to the applicable Issuing Lender or Hedging Agreement Provider shall have been made) and any commitments of the Lenders or facilities provided by the Lenders with respect to the Credit Party Obligations are terminated. Notwithstanding the foregoing, this guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantors is made, or the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, exercises its right of set-off, in respect of the Obligations or a Credit Party Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under the Bankruptcy Code or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, on behalf of the Lenders and the Issuing Lenders, is in possession of or has released this guaranty and regardless of any prior revocation, rescission, termination or reduction; provided, however, that neither the Administrative Agent nor any Lender or Issuing Lender shall have any set-off rights against accounts of any Credit Party under hotel management agreements pursuant to which such Credit Party is acting as agent for a third party with respect to the amounts in such account. The obligations of the Guarantors under the preceding sentence shall survive termination of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full DateAgreement.

Nature of Liability. The liability of each Credit Party Parent Guarantor hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the ObligationsGuaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower) whether executed by such Parent Guarantor, any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party each Parent Guarantor hereunder shall is not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party the Borrowers (or in the case of the US Borrower, the French Borrower) or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower), or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than in connection with the Payment in Full Date)undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrowers (or in the case of the US Borrower, the French Borrower), or (e) any payment made to any the Guaranteed Creditor Creditors on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrowers (or in the case of the US Borrower, the French Borrower) pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Parent Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

Nature of Liability. The liability of each Credit Party Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the ObligationsGuaranteed Obligations of the Borrower, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party Holdings hereunder shall not be affected or impaired by any circumstances whatsoever, including, without limitation, (a) any direction as to application of payment by any Guaranteed Party the Borrower or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the ObligationsGuaranteed Obligations of the Borrower, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateGuaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Partythe Borrower, or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to any Guaranteed Party the Borrower pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up moratorium or other debtor relief proceeding, and each Credit Party Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, including, without limitation, any such invalidity, irregularity or (h) any unenforceability caused by a change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Datelaw.

Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit CHAR1\0000000x0 Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guarantee guaranty or undertaking (other than payment in connection with cash of the Payment in Full DateRelevant Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.0514.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guarantee Guaranty or the Obligations other than the occurrence of the Payment in Full DateRelevant Guaranteed Obligations.