This Continuing Guaranty (this “Guaranty”), dated as of May 12, 2021 (the “Effective Date”), is made by by Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Guarantor”) in favor of EPH Development Fund LLC, a Delaware limited liability company (“Lender”).
A.LF3 El Paso, LLC, a Delaware limited liability company and LF3 EL PASO TRS, LLC, a Delaware limited liability company (collectively, “Borrower”) are indebted to Lender pursuant to the Amended and Restated Promissory Note in the principal amount of $7,900,000 dated the Effective Date from Borrower payable to the order of Lender, issued pursuant to the Loan Agreement (defined below).
B.Guarantor is the beneficial owner of a direct or indirect interest in Borrower and is an affiliate of Borrower. The value of the consideration and benefit received and to be received by Guarantor, directly or indirectly, as a result of Lender’s extension of credit to Borrower is a substantial and direct benefit to Guarantor.
C.As a condition to extending credit to Borrower, Lender requires Guarantor to guaranty the indebtedness of Borrower to Lender.
For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and to induce Lender, at its option, at any time or from time to time to lend money to Borrower, the Guarantor hereby agrees as follows:
|1.||As used herein, the following terms have the meanings assigned; provided however, capitalized terms used herein but not defined will have the meaning assigned to such terms in the Loan Agreement: |
“Event of Default” has the meaning ascribed to such term in the Loan Agreement.
“Guaranteed Obligations” means (a) all indebtedness of every kind and character, whether now existing or hereafter arising, of Borrower to Lender, whether direct or indirect, primary or secondary, joint or several, fixed or contingent and whether evidenced by note, draft, open account, acceptance, overdraft, line of credit, endorsement, guaranty, security agreement, loan agreement, application for letter of credit or otherwise, together with interest thereon, (b) the full and prompt performance when due all of the covenants, agreements and other obligations undertaken by Borrower in the Loan Documents, and (c) any and all costs, reasonable attorneys’ fees and expenses incurred or expended by Lender in collecting any of the foregoing indebtedness/obligations or due to any default in the performance of the foregoing obligations or in enforcing any right granted hereunder or under the other Loan Documents.
“Debt” has the meaning ascribed to such term in the Loan Agreement.
“Liquid Assets” means unencumbered (a) cash on hand or on deposit in commercial banks operating in the United States, (b) readily marketable securities issued by the United States, (c) readily marketable commercial paper rated A-1 by Standard & Poor’s Corporation (or a similar rating by any similar organization that rates commercial paper), (d) certificates of deposit issued by commercial banks operating in the United States with maturities of one year or less, and (e) lines of credit with maturities of six months or more in the future.
“Loan Agreement” means that certain Loan Agreement dated of even date herewith between Borrower and Lender.
“Loan Documents” means each and every note, deed of trust, mortgage, draft, line of credit, loan agreement, application for letter of credit, interest rate protection agreement, guaranty or other similar document or instrument (if any) at any time and from time to time executed in connection with the Guaranteed Obligations, all amendments, modifications, restatements, supplements, endorsements, renewals, extensions and rearrangements thereof and substitutions therefor, and each and every deed of trust, mortgage, security agreement, pledge, assignment or other similar instrument (if any), at any time