OPERATE AS A WAIVER THEREOF, NOR SHALL A SINGLE OR PARTIAL
EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE, OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR PRIVILEGE.
15.
SEVERABILITY. IN CASE ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT SHOULD BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY, BUT THIS AGREEMENT SHALL BE REFORMED AND CONSTRUED AND
ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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16.
ENTIRE CONTRACT. THIS AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SHALL SUPERSEDE AND TAKE THE PLACE OF ANY OTHER INSTRUMENTS
PURPORTING TO BE AN AGREEMENT OF THE PARTIES HERETO RELATING TO THE SUBJECT
MATTER HEREOF.
17.
HEADINGS; COUNTERPARTS. HEADINGS IN THIS
AGREEMENT ARE FOR PURPOSES OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE
AFFECT THE MEANING HEREOF. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT, AND IN PLEADING OR PROVING ANY PROVISION OF
THIS AGREEMENT, IT SHALL NOT BE NECESSARY TO PRODUCE MORE THAN ONE OF SUCH
COUNTERPARTS.
18.
REMEDIES CUMULATIVE. NO REMEDY HEREIN
CONFERRED UPON HPT IS INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY, AND SUBJECT
TO THE LIMITATIONS SET FORTH IN SECTION 9 ABOVE, EACH AND EVERY REMEDY SHALL BE
CUMULATIVE AND SHALL BE IN ADDITION TO EVERY OTHER REMEDY GIVEN HEREUNDER OR NOW
OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY STATUTE OR OTHERWISE.
19.
NONLIABILITY OF TRUSTEES. THE DECLARATION OF
TRUST ESTABLISHING TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO
(THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND THE GUARANTOR HEREBY
AGREES THAT, THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES
UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF, OR CLAIM AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY
WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
20.
EFFECTIVE DATE. THIS AGREEMENT SHALL BE OF
NO FORCE OR EFFECT UNLESS AND UNTIL THE EFFECTIVE DATE OCCURS.
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WITNESS the execution hereof under seal as of the date above first written.
INTERCONTINENTAL HOTELS GROUP PLC
By:
Its:
By:
Its:
ACKNOWLEDGED AND AGREED:
HPT TRS IHG-1, INC.
By:
Its:
HOSPITALITY PROPERTIES TRUST
By:
Its:
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EXHIBIT B
NEW STAYBRIDGE GUARANTY
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this "Agreement") is made and given as of
, 20
, by INTERCONTINENTAL HOTELS GROUP PLC, a
corporation organized and existing under the laws of England and Wales (the
"Guarantor"), for the benefit of HPT TRS IHG-1,