Cross. Guarantee In order to induce the Lenders to extend credit to the other Borrowers hereunder, but subject to the last sentence of this Article XIII, each Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. Each Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Borrower irrevocably and unconditionally jointly and severally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Banks and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Article XIII on the date when it would have been due (but so that the amount payable by a Borrower under this indemnity will not exceed the amount it would have had to pay under this Article XIII if the amount claimed had been recoverable on the basis of a guarantee). Each Borrower waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Borrower hereunder shall not be affected by (a) the failure of the
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Cross. Guarantee In order to induce the Lenders to extend credit to the other Borrowers hereunder, but subject to the last sentence of this Article XIII, each Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. Each Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Borrower irrevocably and unconditionally jointly and severally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Banks and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Article XIII on the date when it would have been due (but so that the amount payable by a Borrower under this indemnity will not exceed the amount it would have had to pay under this Article XIII if the amount claimed had been recoverable on the basis of a guarantee). Each Borrower waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Borrower hereunder shall not be affected by (a) the failure of thethe Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Exhibit B Exhibit Q to Amended Credit Agreement [Attached.] EXHIBIT Q FORM OF TERM LOAN NOTE _______________, 20___ FOR VALUE RECEIVED, the undersigned, PARK INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [____________________] or its registered assigns (the “Lender”), in care of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) at ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the aggregate unpaid Dollar amount of all Term Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. This Term Loan Note is one of the “Term Loan Notes” referred to in that certain Amended and Restated Credit Agreement dated as of December 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Park Hotels & Resorts Inc., PK Domestic Property LLC, the Subsidiaries of the Borrower from time to time party thereto as Subsidiary Borrowers, the financial institutions party thereto and their assignees under Section 12.5. thereof, the Administrative Agent and the other parties thereto, and is subject to, and is entitled to, all the provisions and benefits thereof. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Term Loan Note upon the occurrence of certain events and for prepayments of Term Loans upon the terms and conditions specified therein. Except as permitted by Section 12.5. of the Credit Agreement, this Term Loan Note may not be assigned by the Lender to any Person. The Borrower hereby waives presentment for payment, demand, notice of demand, notice of non-payment, protest, notice of protest and all other similar notices. No failure to exercise, and no delay in exercising rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. [This Term Loan Note is given in replacement of the Term Loan Note dated [___], 20[__], in the original principal amount of $[___] previously delivered to the Lender under the Credit Agreement. THIS TERM LOAN NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE
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