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.
B-7
3.
GUARANTEE.
(A)
THE GUARANTOR HEREBY UNCONDITIONALLY
GUARANTEES THAT THE GUARANTEED OBLIGATIONS WHICH BECOME DUE AND PAYABLE DURING
THE TERM OF THE MANAGEMENT AGREEMENT 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 TRANSACTION DOCUMENT, 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 MANAGER UNDER THE
MANAGEMENT AGREEMENT, TENANT SHALL GIVE A COPY OF SUCH NOTICE TO THE GUARANTOR.
TENANT SHALL ACCEPT ANY CURE OF SUCH DEFAULT BY THE GUARANTOR PROVIDED SUCH CURE
IS COMPLETED WITHIN THE APPLICABLE CURE PERIOD UNDER THE MANAGEMENT AGREEMENT.
4.
UNENFORCEABILITY OF GUARANTEED
OBLIGATIONS, ETC. IF THE MANAGER IS FOR ANY REASON UNDER NO LEGAL OBLIGATION TO
DISCHARGE ANY OF THE GUARANTEED OBLIGATIONS, OR IF ANY OTHER MONEYS INCLUDED IN
THE GUARANTEED OBLIGATIONS HAVE BECOME UNRECOVERABLE FROM THE MANAGER BY
OPERATION OF LAW OR FOR ANY OTHER REASON, INCLUDING, WITHOUT LIMITATION, THE
INVALIDITY OR IRREGULARITY IN WHOLE OR IN PART OF ANY GUARANTEED OBLIGATION OR
OF ANY TRANSACTION DOCUMENT OR ANY LIMITATION ON THE LIABILITY OF THE MANAGER
THEREUNDER OR ANY LIMITATION ON THE METHOD OR TERMS OF PAYMENT THEREUNDER WHICH
MAY NOW OR HEREAFTER BE CAUSED OR IMPOSED IN ANY MANNER WHATSOEVER, THE
GUARANTEES CONTAINED IN THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN FULL FORCE
AND EFFECT IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND SHALL BE BINDING
UPON THE GUARANTOR TO THE SAME EXTENT AS IF THE GUARANTOR AT ALL TIMES HAD BEEN
THE PRINCIPAL DEBTOR ON ALL SUCH GUARANTEED OBLIGATIONS.
5.
ADDITIONAL GUARANTEES. THIS AGREEMENT
SHALL BE IN ADDITION TO ANY OTHER GUARANTEE OR OTHER SECURITY FOR THE GUARANTEED
OBLIGATIONS AND IT SHALL NOT BE PREJUDICED