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-- - - --- ---- ---- -- --- -- ~~ --Vv1 F's iibil'~4915 OF'R ~~'9~? X44 equipping of the Hotel or other improvements to be done, (B) pay any costs in connection with the construction, renovation or equipping of the Hotel or other improvements during the course of such construction, or (C) cause any such lien, encumbrance, claim or demand to be released or paid, then Guarantor shall pay to City on demand, from time to time, all sums paid and all costs and expenses incurred by City in connection therewith. (c) The liability and obligations under this Section 2 shall not be limited or restricted by the existence of, or any terms of, the guaranty of payment under Section 1. Section 3 Guaranty of Specific Obli ag tions. Guarantor hereby unconditionally and irrevocably guarantees payment of, and agrees to protect, defend, indemnify and hold harmless City for, from and against, any and all losses, damages or liability which may be suffered or incurred by, imposed on or awazded against City as a result of: (a) Fraud by Hammons or Guarantor in connection with the negotiation and/or execution of the Agreement and/or the construction or operation of the Project, or any certificates or documents provided in connection therewith; (b) Material misrepresentation or breach of warranty by Guarantor in connection with the negotiation and/or execution of the Agreement and/or construction or operation of the Project, or any certificates or documents provided in connection therewith; (c) Material misrepresentation or breach of warranty by Hammons in connection with the negotiation and/or execution of the Agreement and/or the construction or operation of the Project, or any certificates or documents provided in connection therewith; (d) After the occurrence and during the continuance of an Event of Default, distributions to the members of Hammons or to any beneficiary or trustee of Guarantor; (e) The misapplication by Hammons or Guarantor of any insurance proceeds or condemnation awazds attributable to any of the Project which, under the terms of the Agreement or Lease, should have been applied otherwise; (f) Any filing by Hammons of a bankruptcy petition, or the making by Hammons of an assignment for the benefit of creditors, or the appointment of a receiver of any property of Hammons in any action initiated by, or consented to, by Hammons; or (g) Any acts of Hammons or Guazantor taken in bad faith with the intent to hinder, delay or interfere with the exercise by City of any rights and remedies under the Agreement after the occurrence of and during the continuance of an Event of Default. Section 4 Primary Liability of Guazantor; Indemnity Obli ations. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance, and Guazantor shall be liable for the payment and performance of the Guazanteed Obligations as a primary obligor. This Guaranty shall be effective as a waiver of, F-4 803277.4