PARTNER AS ITS AGENT FOR SERVICE OF PROCESS. THE
GUARANTOR ACKNOWLEDGES AND AGREES THAT SERVICE OF PROCESS ON SUCH AGENT SHALL
CONSTITUTE SERVICE OF PROCESS ON GUARANTOR WITH RESPECT TO ANY AND ALL CLAIMS
HEREUNDER, UNDER THE GUARANTEED AGREEMENTS OR UNDER ANY TRANSACTION DOCUMENT.
2.7
SUBSTITUTE GUARANTOR. THE THEN GUARANTOR (THE
"DEPARTING GUARANTOR") SHALL BE RELEASED FROM OBLIGATIONS UNDER SECTION 3 HEREOF
ON THE FOLLOWING TERMS AND CONDITIONS:
(A)
A SUBSTITUTE GUARANTOR SHALL ASSUME
PURSUANT TO A WRITTEN INSTRUMENT SATISFACTORY TO HPT ALL OF THE GUARANTOR'S
OBLIGATIONS HEREUNDER; AND
(B)
HPT SHALL RECEIVE AN OPINION OF COUNSEL
SATISFACTORY TO HPT WITH RESPECT TO, AMONG OTHER THINGS, THE EXISTENCE AND GOOD
STANDING OF THE SUBSTITUTE GUARANTOR AND THE DUE EXECUTION, DELIVERY AND
ENFORCEABILITY OF SUCH ASSUMPTION.
Upon the satisfaction of the foregoing conditions and the expiration of all
applicable preference or similar periods, HPT shall deliver a release to the
Departing Guarantor of its obligations under Section 3 hereof and the Substitute
Guarantor shall be deemed the "Guarantor" hereunder. Further, if the Substitute
Guarantor has Provided Collateral or has (i) a tangible net worth determined in
accordance with the Accounting Principles of not less than Seven Hundred Fifty
Million Dollars ($750,000,000) and (ii) unencumbered assets with a fair market
value of not less than One Hundred Million Dollars (exclusive of any note,
instrument, security or claim issued by, against or in any way dependent on the
credit of, an Affiliate of Guarantor), HPT shall return to the Departing
Guarantor any letter of credit or cash delivered by the Departing Guarantor and
held by HPT hereunder and shall direct the Collateral Agent to return to the
Departing Guarantor any cash delivered by the Departing Guarantor and held by
such Collateral Agent pursuant to the terms of the Collateral Agency Agreement.
10
3.
GUARANTEE.
(A)
THE GUARANTOR HEREBY UNCONDITIONALLY
GUARANTEES THAT THE GUARANTEED OBLIGATIONS WHICH BECOME DUE AND PAYABLE SHALL BE
PAID IN FULL WHEN DUE AND PAYABLE SUBJECT TO ANY APPLICABLE CURE PERIODS,
WHETHER UPON DEMAND, AT THE STATED OR ACCELERATED MATURITY THEREOF OR UPON ANY
MANDATORY OR VOLUNTARY PREPAYMENT PURSUANT TO ANY GUARANTEED AGREEMENT, OR
OTHERWISE.
(B)
THIS GUARANTEE IS A GUARANTEE OF PAYMENT AND
NOT OF COLLECTIBILITY AND IS ABSOLUTE AND IN NO WAY CONDITIONAL OR CONTINGENT.
IN CASE ANY PART OF THE GUARANTEED OBLIGATIONS SHALL NOT HAVE BEEN PAID WHEN DUE
AND PAYABLE OR PERFORMED AT THE TIME PERFORMANCE IS REQUIRED, SUBJECT TO ANY
APPLICABLE CURE PERIODS, THE GUARANTOR SHALL, PAY OR CAUSE TO BE PAID TO HPT THE
AMOUNT THEREOF AS IS THEN DUE AND PAYABLE AND UNPAID (INCLUDING INTEREST AND
OTHER CHARGES, IF ANY, DUE THEREON THROUGH THE DATE OF PAYMENT IN ACCORDANCE
WITH THE APPLICABLE PROVISIONS OF THE TRANSACTION DOCUMENTS) OR PERFORM OR CAUSE
TO BE PERFORMED SUCH OBLIGATIONS IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS.
SIMULTANEOUSLY WITH THE GIVING OF ANY NOTICE OF DEFAULT TO THE MANAGERS OR PR
TENANT UNDER THE GUARANTEED AGREEMENTS, TRS1, TRS2, TRS3, PR LANDLORD OR JM
LANDLORD, AS APPLICABLE, SHALL