Exhibit 10.36 -- Guaranty



 Exhibit 10.36 
 GUARANTY 
 THIS GUARANTY (this “Guaranty”) is executed as of February 9, 2009, by
MHI HOSPITALITY CORPORATION, a Maryland corporation (“Guarantor”), for the benefit of CRP/MHI HOLDINGS, L.L.C., a Delaware limited liability company (“Lender”). 
 W I T N E S S E T H: 
 WHEREAS,
pursuant to that certain Promissory Note, dated as of February 9, 2009, in the original principal amount of $4,750,000.000 (the “Note”) made by MHI Hotel Investments Holdings, LLC, a Delaware limited liability company, as
maker, having its principal place of business at c/o MHI Hospitality Corporation, 4801 Courthouse Street, Suite 201, Williamsburg, Virginia 23188 (the “Borrower”), and payable to the order of Lender, Borrower has become indebted to
Lender with respect to a loan (the “Loan”) made pursuant to the Note; 
 WHEREAS, Guarantor is the general partner of
the limited partnership that indirectly owns 100% of the ownership interest in Borrower, and Lender has required, as a condition of making the Loan, that Guarantor enter into this Guaranty; 
 WHEREAS, Guarantor will directly benefit from the making of the Loan and Lender is not willing to make the Loan to Borrower unless Guarantor
unconditionally guaranteed payment and performance to Lender of the Guaranteed Obligations (as herein defined); 
 NOW, THEREFORE, in
consideration for the making of the Loan to Borrower, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, and to induce Lender to make the Loan to Borrower, Guarantor does hereby
unconditionally, absolutely and irrevocably guarantee to Lender, its successors and assigns, the due payment, fulfillment and performance of the Guaranteed Obligations (as more particularly set forth below). 
 ARTICLE I 
 NATURE AND SCOPE OF
GUARANTY 
 1.1 Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means the
full, complete and prompt payment of all amounts now or hereafter owing to Lender under the Note, whether principal, interest (including, without limitation, interest at the Default Rate (as defined in the Note)), fees, expenses or otherwise plus
all costs of collection (including, without limitation, reasonable attorneys’ fees and court costs). 
 1.2 Guaranty of
Obligation. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by
lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. 







 1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of
payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The
fact that at any time or from time to time the Guaranteed Obligations may be extended or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender
and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note. 
 1.4
Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future
offset, claim or defense of Borrower or any other party against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the
Guaranteed Obligations) or otherwise. 
 1.5 Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not
be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the
maturity, notice of acceleration of the maturity or any other notice whatsoever, pay in lawful money of the United States of America, the unpaid amount of the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such
demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall
be deemed made, given and received in accordance with the notice provisions hereof. 
 1.6 No Duty To Pursue Others. It shall
not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or
others liable on the Loan, (ii) enforce Lender’s rights against any collateral which may have been given to secure the Loan, (iii) join Borrower or any others liable on the Loan in any action seeking to enforce this Guaranty,
(iv) exhaust any remedies available to Lender against any collateral which may have been given to secure the Loan, or (v) resort to any other means of obtaining payment of the Guaranteed Obligations. Unless required by applicable law,
Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations. 
 1.7
Waivers. Guarantor agrees to the provisions of the Note and hereby waives notice of (i) any assignments of the Note by Lender, (ii) acceptance of this Guaranty, (iii) any amendment not increasing the principal amount of the
Note and any extension of the Note, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of the Note or other documents arising under the Loan, (v) the
occurrence of any breach by Borrower under the Note or the occurrence of an Event of Default (as defined in the Note), (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure
(or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest or proof of non-payment 

  

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by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with
this Guaranty, the Note and any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed. 
 1.8 Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all reasonable
costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section 1.8 shall survive the
payment and performance of the Guaranteed Obligations. 
 1.9 Effect of Bankruptcy. In the event that pursuant to any
insolvency, bankruptcy, reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder, Lender must rescind or restore any payment or any part thereof received by Lender in satisfaction of the Guaranteed
Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect and this Guaranty shall remain in full force and effect. It is the intention of Guarantor that
Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. 
 1.10 Waiver of Subrogation- Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and
abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution,
indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise. 

1.11 Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership
(general or limited), limited liability company joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower. 

ARTICLE II 
 EVENTS AND
CIRCUMSTANCES NOT REDUCING 
 OR DISCHARGING GUARANTOR’S OBLIGATIONS 
 Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following and waives any common law, equitable, statutory or other rights (including, without limitation, rights to notice) which Guarantor might otherwise have as a result of or in
connection with any of the following: 
 2.1 Modifications. Any renewal, extension, increase, modification, alteration or
rearrangement of all or any part of the Guaranteed Obligations, the Note or any other document, instrument, contract or understanding between Lender, Borrower and/or Guarantor pertaining to the Guaranteed Obligations or any failure of Lender to
notify Guarantor of any such action. 
  

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 2.2 Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted
or given by Lender to Borrower or Guarantor. 
 2.3 Condition of Borrower or Guarantor. The insolvency, bankruptcy,
arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower
or Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor. 
 2.4 Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations
or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including without limitation the fact that (1) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law,
(ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Note or otherwise creating the Guaranteed Obligations acted in excess of their
authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially
uncollectible from Guarantor, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in
connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note has been forged or otherwise is irregular or not genuine or authentic.

 2.5 Release of Obligors. Any partial release of the liability of Guarantor on the Guaranteed Obligations or any other person
or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged
and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation,
belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other parties to pay or perform the Guaranteed Obligations. 
 2.6 Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any
part of the Guaranteed Obligations. 
 2.7 Release of Collateral. Any release, surrender, exchange, subordination,
deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment
of, all or any part of the Guaranteed Obligations. 
  

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 2.8 Care and Diligence. The failure of Lender or any other party to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender
(i) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (ii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed
Obligations. Notwithstanding the foregoing or any other provision in this Guaranty, the Guaranteed Obligations shall not include any damages, losses, costs or expenses resulting from the gross negligence, fraud, willful misconduct or illegal acts of
Lender. 
 2.9 Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to
be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it
being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed
Obligations. 
 2.10 Offset. The Note, the Guaranteed Obligations and the liabilities and obligations of the Guarantor to
Lender hereunder shall not be reduced, discharged or released because of or by reason of any existing or future right of offset, claim or defense of Borrower and/or Guarantor against Lender, or any other party, or against payment of the Guaranteed
Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise. 
 2.11 Merger. The reorganization, merger or consolidation of Borrower or Guarantor into or with any other Person (as defined in that certain
Loan Agreement by and among Société Générale New York Branch, the New York branch of a French banking corporation, as lender and MHI/Carlyle Sian Owner I, L.L.C. and MHI/Carlyle Sian Lessee I, L.L.C., each a Delaware
limited liability company, jointly and severally as borrowers, dated as of even date herewith (as amended from time to time, the “Sian Loan Agreement”)). 
 2.12 Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws or for any reason Lender is required to refund such payment or pay such amount to Borrower or
someone else. 
 2.13 Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Note or
the Guaranteed Obligations whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, but provided such acts are taken in
good faith and in a commercially reasonable manner if required under the Note, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence,
circumstance, event, action, or omission whatsoever (subject to the terms of this Guaranty and the Note), whether contemplated or 

  

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uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final
payment and satisfaction of the Guaranteed Obligations. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 To induce Lender to make the Loan to
Borrower, Guarantor represents and warrants to Lender as follows: 
 3.1 Benefit. Guarantor is an Affiliate (as defined in the
Sian Loan Agreement) of Borrower, is the owner of an indirect interest in Borrower and has received, or will receive, benefit from the making of the Note and this Guaranty with respect to the Guaranteed Obligations. 
 3.2 Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial
condition of the Borrower; however, Guarantor is not relying on such financial condition as an inducement to enter into this Guaranty. 
 3.4 No Representation By Lender. Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty. 
 3.5 Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation
evidenced hereby, Guarantor is and will be solvent and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy
and repay its obligations and liabilities. 
 3.6 Legality. The execution, delivery and performance by Guarantor of this
Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a material default (or an event which with
notice or lapse of time or both would constitute a default) under, or result in the material breach of, any indenture, mortgage, charge, lien, or any material contract, material agreement or other material instrument to which Guarantor is a party or
which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the
enforcement of creditors’ rights. 
 3.7 Survival. All representations and warranties made by Guarantor herein shall
survive the execution hereof. 
  

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 ARTICLE IV 
 SUBORDINATION OF CERTAIN INDEBTEDNESS 
 4.1 Subordination of All Guarantor
Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations
of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person
or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without
limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. After the occurrence of an Event of Default
(as defined in the Note), Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims. 
 4.2 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the
right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor
hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall
constitute a credit against the Guarantor Claims, then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have
contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the
Guarantor Claims. 
 4.3 Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty,
Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and
agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender. 
 4.4 Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon
Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the
Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any
creditor’s right it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in,
any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by
Guarantor. 
  

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 ARTICLE V 
 MISCELLANEOUS 
 5.1 Waiver. No failure to exercise, and no delay in exercising,
on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be
in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular
case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 
 5.2 Notices. All notices given hereunder shall be in writing and shall be either hand delivered or mailed, by registered U.S. mail, return
receipt requested, first class postage prepaid, or sent by reputable and traceable overnight delivery service, to the parties at their respective addresses below or at such other address for any party as such party may designate by notice to the
other parties hereto: 
  

			
	If to Lender:	  	c/o The Carlyle Group
		  	1001 Pennsylvania Ave., NW
		  	Suite 220 South
		  	Washington, DC 20004
		  	Attention: Hayden R. Jones
		  	Facsimile No. (202) 639-9389
		
	with a copy to:	  	Katten Muchin Rosenman LLP
		  	2900 K Street, NW
		  	Suite 200
		  	Washington, DC 20007
		  	Attention: John D. Muir, Jr., Esq.
		  	Facsimile No. (202) 339-6054
		
	If to Guarantor:	  	c/o MHI Hospitality Corporation
		  	4801 Courthouse Street
		  	Suite 201
		  	Williamsburg, VA 23188
		  	Attention: Andrew M. Sims
		  	Facsimile No. (757) 564-8801
		
	with a copy to:	  	Baker & McKenzie, LLP
		  	815 Connecticut Avenue, NW
		  	Washington, DC 20006
		  	Attention: Thomas Egan, Jr., Esq.
		  	Facsimile No. (202) 452-7050

  

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 5.3 Governing Law Submission to Jurisdiction. This Guaranty shall be governed by and
construed in accordance with the laws of the District of Columbia and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender or Guarantor arising out of or relating to this Guaranty may at
Lender’s option be instituted in any Federal or State court in the District of Columbia and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding,
and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint: 
 MHI Hospitality Corporation 
 4801 Courthouse Street 
 Suite 201 
 Williamsburg, VA 23188 

Attention: Andrew M. Sims 
 Facsimile No.
(757) 564-8801 
 as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit,
action or proceeding in any Federal or State court in the District of Columbia, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein
shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the District of Columbia. 
 5.4 Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and
this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as
expressed herein. 
 5.5 Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an
authorized representative of the party against whom such amendment is sought to be enforced. 
 5.6 Parties Bound; Assignment; Joint
and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent
of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. 
  

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 5.7 Headings. Section headings are for convenience of reference only and shall in no way
affect the interpretation of this Guaranty. 
 5.8 Recitals. The recital and introductory paragraphs hereof are a part hereof,
form a basis for this Guaranty and shall be considered prima facia evidence of the facts and documents referred to therein. 
 5.9 Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and
thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 
 5.10 Rights
and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of
Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the
concurrent or subsequent exercise of any other right or remedy. 
 5.11 No Joint venture or Partnership; no Third Party
Beneficiaries. 
 (a) Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint
tenancy relationship between Lender and Guarantor. 
 (b) This Note and the other Loan Documents are solely for the benefit of Lender and
Borrower and/or Guarantor, as applicable, and nothing contained in this Note or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower and/or Guarantor, as applicable, any right to insist upon or to enforce the
performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person (as defined in
the Sian Loan Agreement) shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and
no other Person (as defined in the Sian Loan Agreement) shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion,
Lender deems it advisable or desirable to do so. 
 5.12 Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF
GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT 

  

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MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING
BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY,
SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER. 
 5.13 Waiver of
Right To Trial By Jury. GUARANTOR AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH
REGARD TO THIS GUARANTY, THE NOTE OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER (BY ACCEPTANCE HEREOF), AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND GUARANTOR ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

 5.14 Cooperation. Guarantor acknowledges that Lender and its successors and assigns may, at no cost to Guarantor,
(i) sell this Guaranty and the Note to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty and the Note with a trust, which trust may sell
certificates to investors evidencing an ownership interest in the trust assets, or (iv) otherwise sell the Loan or interest therein or portions thereof to investors (the transactions referred to in clauses (i) through (iv) are
hereinafter each referred to as “Secondary Market Transaction”). Provided Guarantor may lawfully do so including, without limitation, provided Guarantor may do so consistent with U.S. federal and state securities law requirements,
Guarantor shall cooperate with Lender in effecting any such Secondary Market Transaction, cooperate to implement all requirements imposed by any Rating Agency involved in any Secondary Market Transaction and provide such information and documents
relating to Guarantor and Borrower as Lender may reasonably request in connection with such Secondary Market Transaction. Any information about Guarantor or any of its subsidiaries or affiliates shall be deemed Company Information within the meaning
of such term ascribed by that certain Limited Liability Company Agreement of MHI/Carlyle Hotel Investment Program I, L.L.C., between Lender and Borrower, dated as of April 26, 2007 (as amended, the “JV Agreement”), and such
information shall be afforded the same protections as if Guarantor were a party to the JV Agreement and a Member of the Company. Subject to the foregoing confidentiality agreement, Lender shall be permitted to share all such information with the
investment banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Note or the applicable Secondary Market Transaction, and Lender shall cause the same to keep such information
confidential and not to use such information for any reason other than for evaluating a Secondary Market Transaction. It is understood that such information provided by Guarantor to Lender may ultimately be 

  

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incorporated into the offering documents for the Secondary Market Transaction and thus various investors may also see some or all of such information. Lender
shall provide drafts of any such offering material to Guarantor sufficiently prior to any offer of a Secondary Market Transaction to afford Guarantor a reasonable opportunity to comment on the offering materials, and shall include Guarantor’s
comments about such information in any offering materials related to a Secondary Market Transaction. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on such information supplied by, or on behalf
of, Guarantor in the form as provided by Guarantor. Lender may publicize the existence of the Note and the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of its business development, but shall not
include any information provided by Guarantor in any free writing prospectus without Guarantor’s prior written consent. 
 5.15
Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Note is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time. 
 [Signatures appear on following page.] 
  

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 IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first written
above. 
  

			
	MHI HOSPITALITY CORPORATION, a Maryland corporation
		
	By:	 	 /s/ Andrew Sims

	Name:	 	Andrew Sims
	Title:	 	President and Chief Executive Officer


  

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