THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)
SERVICE OF PROCESS.
EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 11.02 OF THE CREDIT AGREEMENT.
NOTHING IN THIS GUARANTY WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
(e)
WAIVER OF JURY TRIAL.
EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 25.
Section 26.
COUNTERPARTS.
This Guaranty may
be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.
E-2-7
SECTION 27.
FINAL AGREEMENT.
THIS GUARANTY AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
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IN WITNESS WHEREOF, each of the undersigned has caused this Subsidiary Guaranty
Agreement to be duly executed and delivered as of the date first written above.
SUBSIDIARY GUARANTORS:
[Insert Names]
Address for each of the foregoing Subsidiary Guarantors:
Sunstone Hotel Investors, Inc.
120 Vantis, Suite 350
Aliso Viejo, CA 92656
Attention:
Legal Department
Telephone:
949-330-4000
Facsimile:
949-330-4090
Electronic Mail: 
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SCHEDULE 1
INITIAL GUARANTORS
Sunstone LA Airport, LLC
Sunstone Center Court, LLC
Sunstone Century, LLC
Sunstone Hotels Rochester, L.L.C.
Sunstone RP Collins, LLC
Sunstone Jamboree, LLC
Sunstone Westwood, LLC
Sunstone MacArthur, LLC
Sunstone Red Oak, LLC
Sunstone KIS, LLC
Sunstone Skyway, LLC
Sunstone Quincy, LLC
WB Sunstone-Portland, LLC
Sun SHP II, LLC
Sunstone Pledgeco, LLC
Sunstone Holdco 6, LLC
Sunstone Holdco 8, LLC
WHP Hotel Owner-2A, L.L.C.
Sunstone Outparcel, L.L.C.
Sun BB, LLC
Sunstone Hotel Acquisitions, LLC
Pico Ventures, LLC
Sunstone Atlantic Lender, LLC
Sunstone Broadway Lender, LLC
Sunstone Broadway, LLC
Sunstone RIP, LLC, each a Delaware limited liability company
Sunstone CHP I, Inc., a Delaware corporation
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EXHIBIT A
JOINDER TO SUBSIDIARY GUARANTY AGREEMENT
THIS JOINDER TO SUBSIDIARY GUARANTY AGREEMENT dated as of