Common use of Guarantor’s Obligations Unconditional Clause in Contracts

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstances.

Guarantor’s Obligations Unconditional. (a) This Guaranty 4.01. The obligations of the Guarantors hereunder shall constitute a guarantee of paymentbe irrevocable and shall be primary, performance absolute and compliance unconditional joint and several recourse obligations, not of collection, and, subject to any defense, set off, recoupment or counterclaim which the provisions Subcharterer or the other Guarantors (or any of Section 4 of the Note Purchase Agreement, each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (athem) file suit or proceed to obtain may have or assert a claim for personal judgment as against any Beneficiary other than the Company or any other Person defense that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness Guaranteed Obligation is not due under the terms of the relevant Operative Document or under the terms of this Guarantee or has been performed, shall not be affected or impaired irrespective of any matter, and shall remain in full force and effect until payment and/or performance in full. Without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall not be released, discharged, set off or otherwise affected by (i) the amendment or modification of any of the Guaranteed Obligations or of any agreement relating thereto, including any waiver or consent involving a change in the time, manner or place of payment of, or any other term of, all or any of the obligations contained in any of the Guaranteed Obligations (except that if any such amendment or modification is effected by any Beneficiary and has not been consented to by the Guarantor Representative in writing in accordance with the terms of this Guarantee the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such amendment or modification and from and after any amendment or modification effected by any Guarantor with the consent in writing of the Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, this Guarantee shall apply to the Guaranteed Obligations as so amended or modified), (ii) any failure, omission or delay of any Person to assert any claim or demand or to enforce any remedy under, or any release of, any agreement relating to the Guaranteed Obligations (except that, if any such release of an agreement relating to the Guaranteed Obligations (a) is effected by any Beneficiary and has not been consented to in writing by the Guarantor Representative in accordance with the terms of this Guarantee or (b) is effected by any Guarantor and has not been consented to in writing by the Beneficiary Representative in accordance with the terms of this Guarantee, the obligations of the Guarantors hereunder shall apply to the Guaranteed Obligations without giving effect to such release, and, from and after any release effected by any Guarantor with the consent in writing of the Beneficiaries in accordance with the terms of this Guarantee or effected by any Beneficiary with the consent in writing of the Guarantors in accordance with the terms of this Guarantee, this Guarantee shall apply to the Guaranteed Obligations giving effect to such release), any exercise or nonexercise by any person of any right, remedy, power or privilege under any such agreement, (iii) any assignment, conveyance, mortgage or other transfer of all or any part of the respective rights and interests of the Subcharterer or the Charterer in, to or under any of the Guaranteed Obligations, or of all or any part of the rights of the Beneficiaries under this Guarantee, (iv) any voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, marshalling of assets and liabilities, receivership, conservatorship, custodianship, assignment for the benefit of creditors, arrangement, composition, readjustment, winding up or similar proceeding (collectively, a “Bankruptcy”) with respect to any Guarantor or any Beneficiary, except that the obligations of the Guarantors under Section 2.01 shall not be accelerated by reason of the Bankruptcy of any Beneficiary, (v) any rejection of any of the Charter Documents or Guaranteed Obligations in a Bankruptcy, except that the obligations of the Guarantors under Section 2.01 shall not extend to a claim or loss resulting from rejection by a Beneficiary of any of the Charter Documents or Guaranteed Obligations in such Beneficiary’s Bankruptcy unless such Bankruptcy resulted from failure on the part of any Guarantor to perform its obligations, (vi) any failure or delay, as the result of actual or alleged force majeure, in the fulfillment of any of the Guaranteed Obligations, (vii) any action to obtain or enforce any judgment against any Person or the satisfaction of any judgment for partial payment or performance against any Person (except to the extent of such payment or performance), (viii) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or ineligibility for any particular trade of, or any damage to, or loss or destruction of, or any redelivery, repossession, surrender or other interruption or cessation in the use of, any vessel or other asset subject to a Guaranteed Obligation from including any governmental prohibition, political situation, military intervention, restriction, condemnation, requisition or seizure for any reason whatsoever, including any act or omission of any Beneficiary or any Guarantor and regardless of the Company duration thereof (even though such duration would otherwise constitute a frustration of a lease or other contract), (ix) the invalidity of any payment for any reason whatsoever, (x) except as expressly provided herein, any merger or consolidation of any Beneficiary or any Guarantor into or with any other corporation or other entity, or any other corporate change in any Beneficiary or any Guarantor, or any sale, lease or transfer of any of the assets of the Beneficiaries or any Guarantor to any other Person, or any change in the ownership of any shares of Capital Stock of any Beneficiary or any Guarantor, (xi) any ineligibility of any vessel which may be the subject of a Guaranteed Obligation for documentation under the laws of any applicable country, (xii) any default by any Beneficiary or any other Person of its obligations under the Transaction Agreement or (except that may Guarantors shall not be liable for or with respect to such Senior Indebtedness or Losses suffered by any Beneficiaries resulting solely from any Beneficiary Default) any Guaranteed Obligation, except for or any failure or delay on the making part of the demands, when appropriate, described any Beneficiary in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection complying with any Senior Indebtedness terms or Guaranteed Obligation covenants under the Transaction Agreement or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or such Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange breach of any other guarantee of representation or security for warranty by, or any of act or omission of, the Senior Indebtedness Beneficiaries under the Transaction Agreement or any such Guaranteed ObligationsObligation, and, to the fullest extent permitted by applicable law, irrespective of (xiii) any other circumstance whatsoever that or occurrence which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or indemnitor except for any defense that any applicable Guaranteed Obligation is not due under the terms of the relevant Operative Document or under the terms of this Guarantee or has been performed, (xiv) any counterclaim, set off, deduction or defense of a surety which any Guarantor may have against the Beneficiaries or guarantor any other Person (other than the any defense of paymentarising under this Guarantee or any defense that any applicable Guaranteed Obligation is not due or has been performed), it being the intent of this Section 3 that and in no event may any Guarantor assert (and each Guarantor hereby waives and agrees not to assert) as a counterclaim, set off, deduction or defense to the obligations of each any Guarantor hereunder, subject hereunder any claim that any Guarantor may have against the Beneficiaries (other than any defense arising under the terms of this Guarantee) or any party to the Charter Documents; including the Beneficiaries (in such capacity), (xv) any order, ruling, law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of Section 4 any of the Note Purchase AgreementGuaranteed Obligations or any of the rights, shall be irrevocablepowers or remedies thereunder of any of the Guarantors, primary, absolute and unconditional or (xvi) any failure by any Beneficiary to defend or mitigate damages respecting any claim made against any Beneficiary under any and all circumstancesOperative Document (so long as, if such Beneficiary chooses to take action under Section 2.05 of this Guarantee, it acts in a commercially reasonable manner).

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to The Guarantor hereby guarantees that the provisions of Section 4 Loan Obligations will be paid strictly in accordance with the terms of the Note Purchase AgreementNote, each Guarantor specifically agrees that it shall not be necessaryregardless of any law, now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Bank with respect thereto. The obligations and that such Guarantor shall not be entitled to require, before or as a condition liabilities of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations irrespective of: (1) any lack of such Guarantor, irrespective validity or enforceability of any of the valueLoan Obligations, genuinenessthe Note, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to thereto; (2) any change in the Senior Indebtedness time, manner or Guaranteed Obligations or this Guarantyplace of payment of, or the existence of any indemnities with respect to the existence of in any other guarantee of term in respect of, all or security for any of the Senior Indebtedness or Guaranteed Loan Obligations, or any substitution, release other amendment or exchange waiver of or consent to any departure from the Note; or (3) any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that circumstances which might otherwise constitute a legal defense available to, or equitable a discharge or defense of of, a surety or guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the provisions of Section 4 in respect of the Note Purchase AgreementLoan Obligations. 2 This Guaranty is a continuing guaranty and shall remain in full force and effect until: (1) the payment in full of all the Loan Obligations, and (2) the payment of the other expenses to be paid by the Guarantor pursuant hereto. This Guaranty shall continue to be effective or shall be irrevocablereinstated, primaryas the case may be, absolute if at any time any payment, or any part thereof, of any of the Loan Obligations is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or otherwise, all as though such payment had not been made. The obligations and unconditional liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Bank or any other person at any time of any right or remedy against the Borrower or any other person which may be become liable in respect of all or any part of the Loan Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto. The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and all circumstanceswithout notice to or further assent by the Guarantor, any demand for payment of any of the Loan Obligations made by the Bank may be rescinded by the Bank and any of the Loan Obligations continued after such rescission.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, each The Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and hereby guarantees that the Senior Indebtedness or Guaranteed Obligations will be paid and performed by the Guarantor strictly in accordance with their terms and the terms of this Limited Guaranty, subject regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder with respect to the provisions of Section 4 any Guaranteed Note covered by this Limited Guaranty. The obligations of the Guarantor under this Limited Guaranty are independent of the Company’s obligations under each Guaranteed Note Purchase Agreementand the other Transaction Documents (as defined in the Guaranteed Notes), and are a separate action or actions may be brought and prosecuted against the primaryGuarantor to enforce this Limited Guaranty, irrespective of whether any action is brought against the Company or whether the Company is Guaranty joined in any such action. The liability of the Guarantor hereunder shall be absolute and unconditional obligations irrespective of: (i) any lack of such Guarantor, irrespective validity or enforceability of the value, genuineness, validity, legality, regularity Guaranteed Notes or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations other Transaction Document or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Notes, or any other amendment or waiver of or consent to any departure from any provision of the Senior Indebtedness Guaranteed Notes or any other Transaction Document other than this Limited Guaranty, including the creation or existence of any Guaranteed Obligations or this Guarantyin excess of the amount evidenced by the Guaranteed Notes (provided, or however, that the terms and conditions of the Guaranteed Notes shall not be amended without the prior written consent of the Guarantor); (iii) the existence of any indemnities with respect to claim, set-off, defense or other right that the existence of Guarantor may have against any other guarantee of or security for Person, including, without limitation, any of the Senior Indebtedness or Guaranteed ObligationsNoteholder, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of (iv) any other circumstance whatsoever that which might otherwise constitute a legal defense available to, or equitable a discharge of, the Company or defense of a surety or any other guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the provisions of Section 4 in respect of the Note Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstancesGuaranteed Obligations or the Guarantor in respect hereof.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to and the provisions of Section 4 of the Note Purchase Agreement, each Guarantor specifically agrees that it shall not be necessary, and that such the Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such the Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any the Guarantor hereunder, or at any time thereafter, that any holderHolder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) except to the extent set forth in Section 1, exercise or assert any other right or remedy to which such holder Holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each The Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of such the Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment)guarantor, it being the intent of this Section 3 2 that the obligations of each the Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, hereunder shall be irrevocable, primary, absolute and unconditional under any and all circumstances.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of paymentThe Guarantor hereby guaranties, performance subject to the Maximum Principal Guarantied Amount and compliance and not of collection, the Maximmm Interest Guarantied Amount and, subject in the case of the Interest Obligations, to the provisions of Section 4 of the Note Purchase Agreement, each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter2(d), that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed strictly in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 Indenture. The liability of the Note Purchase Agreement, and are the primary, Guarantor hereunder shall be absolute and unconditional obligations irrespective of: (i) any lack of such Guarantorvalidity, irrespective irregularity or enforceability of the valueIndenture, genuinenessthis Interest/Principal Guaranty, validitythe Principal Guaranty, legalitythe Notes, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations Real Estate Security Documents or any other agreement or instrument relating to thereto; (ii) any change in the Senior Indebtedness time, manner or Guaranteed Obligations place of payment of or in any other term in respect of all or any of the Obligations, or any other amendment or waiver of, or consent to, any departure from the Indenture, this Interest/Principal Guaranty, the Principal Guaranty, the Real Estate Security Documents, the Notes or any other agreement or instrument relating thereto; (iii) any exchange or release of or non-perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from the Deed, the Secured Note, the Indenture or the existence Notes granted by the Collateral Trustee or by any Holder, for all or any of the Obligations, provided, however, that, notwithstanding the foregoing, no such change, release, amendment, waiver or consent shall, without the consent of the Guarantor, increase the Yield Maintenance Amount, the Principal Amount of the Notes, the Original Principal Amount of the Notes, the Interest Rate, the Payment Rate, the Default Rate, the Deferred Interest or the Accreted Amount thereon or increase any indemnities premium payable upon redemption thereof; (iv) any failure to enforce the provisions of the Indenture, any Real Estate Security Documents, any Note or any other agreement or instrument relating thereto; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Owner, the Issuer or the Collateral Trustee or any other guarantor with respect to the existence of any other guarantee of Obligations or security for any of the Senior Indebtedness Guarantor with respect hereto or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each the Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstancesMarriott Documents.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, each The Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and hereby guarantees that the Senior Indebtedness or Guaranteed Obligations will be paid and performed strictly in accordance with their terms and the terms of this Guarantythe Sale and Servicing Agreement, subject to regardless of any Law now or hereafter in effect in any jurisdiction affecting any such terms or the provisions of Section 4 rights of the Note Purchase Agreement, Trust Collateral Agent or the Subject Noteholders with respect to any such obligations. The obligations and are liabilities of the primary, Guarantor under this Limited Guaranty shall be absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity (1) any lack of validity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness Guaranteed Obligations, the Sale and Servicing Agreement, the Indenture, any other Basic Documents, or any other documents related to any of the foregoing, (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations, or any substitutionother amendment or waiver of or consent to any departure from the Sale and Servicing Agreement, release or exchange of the Indenture, any other guarantee of Basic Documents or security for any of other document or instrument executed in connection with or related to the Senior Indebtedness or Guaranteed Obligations, and, or (3) any other circumstances whether or not similar to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that foregoing which might otherwise constitute a legal defense available to, or equitable a discharge of, the other parties to the Sale and Servicing Agreement or defense any other guarantor in respect of a surety the Guaranteed Obligations, or guarantor (other than the defense of payment), it being the intent Guarantor in respect of this Section 3 that Limited Guaranty. This Limited Guaranty is an irrevocable, continuing guaranty and shall remain in full force and effect until the payment in full of all the Guaranteed Obligations. This Limited Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Trust Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or otherwise, all as though such payment had not been made. This Limited Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of each the Guarantor hereunderunder this Limited Guaranty shall not be conditioned or contingent upon the pursuit by the Trust Collateral Agent or any other Person at any time of any right or remedy against any other party to any Basic Document or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations, subject or against any assets securing the payment of the Guaranteed Obligations or guarantee for the Guaranteed Obligations or right of setoff with respect to the provisions Guaranteed Obligations. The Guarantor hereby consents that, without the necessity of Section 4 any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Note Purchase Agreement, shall Guaranteed Obligations made by the Trust Collateral Agent may be irrevocable, primary, absolute rescinded by the Trust Collateral Agent and unconditional under any and all circumstancesof the Guaranteed Obligations continued after such rescission.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee is an absolute and unconditional guaranty of paymentpayment and of performance, performance and compliance and not of collection, andand shall be enforceable against Guarantor without the necessity of the commencement by Landlord of any Action against Tenant, subject and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance. The obligations of Guarantor hereunder are independent of the obligations of Tenant. If the Lease is renewed, or the Term extended, for any period beyond the Expiration Date, either pursuant to any option granted under the Lease or otherwise, or if Tenant holds over beyond the Expiration Date, the obligations of Guarantor hereunder shall extend and apply to the full and faithful performance and observance of all of the Obligations under the Lease accruing during any renewal, extension or holdover period. This Guaranty is a continuing guaranty and will remain in full force and effect notwithstanding, and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of: (i) any modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same), (ii) any releases or discharges of Tenant other than the full release and complete discharge of all of the Obligations, (iii) Landlord’s failure or delay to assert any claim or demand or to enforce any of its rights against Tenant, (iv) any extension of time that may be granted by Landlord to Tenant, (v) any assignment or transfer of all of any part of Tenant’s interest under the Lease (whether by Tenant, by operation of law, or otherwise), (vi) any subletting, concession, franchising, licensing or permitting of the Premises, (vii) any changed or different use of the Premises, (viii) any other dealings or matters occurring between Landlord and Tenant, (ix) the taking by Landlord of any additional guarantees, or the receipt by Landlord of any collateral, from other persons or entities, (x) the release by Landlord of any other guarantor, (xi) Landlord’s release of any security provided under the Lease, or (xii) Landlord’s failure to perfect any landlord’s lien or other lien or security interest available under applicable Laws. Without limiting the foregoing, this Guaranty shall be applicable to any obligations of Tenant arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Landlord’s taking or entering into any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Tenant” shall be deemed to include any and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Premises and/or the Property, as fully as if any of the same were the named Tenant under the Lease. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of Section 4 the Lease or by relief of Tenant from any of Tenant’s obligations under the Note Purchase AgreementLease or otherwise by (i) the release or discharge of Tenant in any state or federal creditors’ proceedings, each Guarantor specifically agrees that it shall not be necessaryreceivership, and that such Guarantor shall not be entitled to requirebankruptcy or other proceeding; (ii) the impairment, before limitation or as a condition modification of enforcing the liability of such Guarantor Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s liability under this Guaranty the Lease, resulting from the operation of any present or requiring payment or performance future provision of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunderUnited States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), or from other statute, or from the order of any court; or (iii) the rejection, disaffirmance or other termination of the Lease in any such proceeding. This Guaranty shall continue to be effective if at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness amount due under the Lease or Guaranteed Obligation from the Company this Guaranty is rescinded or any other Person that may must otherwise be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable returned by Landlord for any Senior Indebtedness reason, including, without limitation, the insolvency, bankruptcy, liquidation or Guaranteed Obligation. Each reorganization of Tenant, Guarantor agrees that this Guaranty shall be continuingor otherwise, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of all as though such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligationspayment had not been made, and, in such event, Guarantor shall pay to the fullest extent Landlord an amount equal to any such payment that has been rescinded or returned if equitable and permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, shall be irrevocable, primary, absolute and unconditional under any and all circumstances.

Guarantor’s Obligations Unconditional. (a) This Guaranty shall constitute a guarantee of payment, performance and compliance and not of collection, and, subject to the provisions of Section 4 of the Note Purchase Agreement, and each Guarantor specifically agrees that it shall not be necessary, and that such Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of such Guarantor under this Guaranty or requiring payment or performance of the Senior Indebtedness or Guaranteed Obligations by any Guarantor hereunder, or at any time thereafter, that any holder: (a) file suit or proceed to obtain or assert a claim for personal judgment against the Company or any other Person that may be liable for or with respect to any Senior Indebtedness or Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Senior Indebtedness or Guaranteed Obligation from the Company or any other Person that may be liable for or with respect to such Senior Indebtedness or Guaranteed Obligation, except for the making of the demands, when appropriate, described in Section 1; (c) foreclose against, or seek to realize upon security now or hereafter existing for such Senior Indebtedness or Guaranteed Obligations; (d) exercise or assert any other right or remedy to which such holder is or may be entitled in connection with any Senior Indebtedness or Guaranteed Obligation or any security or other guaranty therefor; or (e) assert or file any claim against the assets of the Company or any other Person liable for any Senior Indebtedness or Guaranteed Obligation. Each Guarantor agrees that this Guaranty shall be continuing, and that the Senior Indebtedness or Guaranteed Obligations will be paid and performed in accordance with their terms and the terms of this Guaranty, subject to the provisions of Section 4 of the Note Purchase Agreement, and are the primary, absolute and unconditional obligations of such Guarantor, irrespective of the value, genuineness, validity, legality, regularity or enforceability or lack thereof of any part of the Senior Indebtedness or Guaranteed Obligations or any agreement or instrument relating to the Senior Indebtedness or Guaranteed Obligations or this Guaranty, or the existence of any indemnities with respect to the existence of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, or any substitution, release or exchange of any other guarantee of or security for any of the Senior Indebtedness or Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment), it being the intent of this Section 3 that the obligations of each Guarantor hereunder, subject to the provisions of Section 4 of the Note Purchase Agreement, hereunder shall be irrevocable, primary, absolute and unconditional under any and all circumstances.