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Date: 11/9/2005
Industry: Real Estate Operations     Sector: Services

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                         NON-RECOURSE CARVE-OUT GUARANTY


     This   NON-RECOURSE   CARVE-OUT   GUARANTY   ("Guaranty")   is   executed   as   of

November   7,   2005,   by   SUPERTEL   HOSPITALITY,   INC.,   a   Virginia   corporation

(referred to as "Guarantor"), for the benefit of CITIGROUP GLOBAL MARKETS REALTY

CORP., a New York corporation ("Lender").


         A. SPPR-HOTELS, LLC, a Delaware limited liability company ("Borrower")

is indebted to Lender with respect to a loan ("Loan") pursuant to that certain

Fixed Rate Note dated of even date herewith, payable to the order of Lender in

the original principal amount of $14,830,000 (together with all renewals,

modifications, increases and extensions thereof, the "Note"), which is (1)

secured by the liens and security interests of those mortgages or deeds of

trust, as applicable, encumbering the properties legally described on Exhibit A

attached hereto and made a part hereof (as the same may be amended, restated,

extended, or otherwise modified from time to time, collectively, the

"Mortgage"), pursuant to which Borrower and SPPR TRS Subsidiary, LLC, a Delaware

limited liability company ("Master Tenant"), have granted Lender a first lien on

the Mortgaged Property (as defined in the Note), including, without limitation,

all right, title and interest of Master Tenant under that certain Master Lease

Agreement dated as of the date hereof (as may be hereafter modified or amended

from time to time, the "Master Lease"), pursuant to which the Borrower has

leased the Mortgaged Property to Master Tenant, and (2) further evidenced,

secured or governed by the other Loan Documents (as defined in the Note);


         B. Lender is not willing to make the Loan, or otherwise extend credit,

to Borrower unless Guarantor unconditionally guarantees payment and performance

to Lender of the Guaranteed Obligations (as herein defined); and


         C. Guarantor is the owner of a direct or indirect interest in Borrower

and Master Tenant, and Guarantor will directly benefit from Lender's making the

Loan to Borrower.


         NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower

thereunder, and to extend such additional credit as Lender may from time to time

agree to extend under the Loan Documents, and for other good and valuable

consideration, the receipt and legal sufficiency of which are hereby

acknowledged, the parties do hereby agree as follows:


                                    ARTICLE I


                          NATURE AND SCOPE OF GUARANTY


         1.1 Guaranty of Obligation. Guarantor hereby irrevocably and

unconditionally guarantees to Lender (and its successors and assigns), jointly

and severally, the payment and performance of the Guaranteed Obligations as and

when the same shall be due and payable, whether by lapse of time, by

acceleration of maturity or otherwise. Guarantor hereby irrevocably and

unconditionally covenants and agrees that it is liable, jointly and severally,

for the Guaranteed Obligations as a primary obligor, and that each Guarantor

shall fully perform, jointly and severally, each and every term and provision



         1.2 Definition of Guaranteed Obligations. As used herein, the term

"Guaranteed Obligations" shall mean the Debt (as defined in the Note) in the

event of (i) any fraud or material misrepresentation by Borrower, Master Tenant

or any Guarantor in connection with the Loan, (ii) Borrower's failure to make

the first full payment of principal and interest due under the Note, (iii) any

petition or proceeding for bankruptcy, reorganization or arrangement pursuant to

federal bankruptcy law, or any similar federal or state law, shall be filed by

Borrower or Master Tenant (or if any such petition or proceeding was not so

filed by Borrower or Master Tenant, but Borrower, Master Tenant or Guarantor or

their respective agents, affiliates, officers or employees consented to,

acquiesced in arranged or otherwise participated in bringing about the

institution of such petition or proceeding), or (iv) any material breach or

default under the provisions of Section 9 of the Mortgage (entitled

"Single-Purpose Entity/Separateness"). In addition, the Guaranteed Obligations

shall also mean the Debt in the event that Choice Hotels International, Inc.

terminates any of those certain Comfort Suites Franchise Agreements, each dated

on or about the date hereof, and this Loan shall remain full recourse to the

Guarantor until such time as the applicable franchise agreement is renewed on

the same terms as the applicable terminated agreement (or upon terms as are

approved by Lender in its sole discretion), or until such time as Borrower

enters into a replacement franchise agreement acceptable to Lender in its sole

discretion. In addition, the Guaranteed Obligations shall also include and

Guarantor shall also be liable for, and shall indemnify, defend and hold Lender,

its successors and assigns, and their respective shareholders, employees,

officers, directors, and agents (each an "Indemnified Party") harmless from and

against, any and all loss, cost, expense, damage, claim or other obligation

(including, without limitation, reasonable attorney's fees and costs of defense)

incurred or suffered by Lender and arising out of or in connection with the

matters listed in subsections 1.2(a) through (h) below INCLUDING, WITHOUT




                  (a) any breach of the Environmental Liabilities Agreement

executed by Borrower for the benefit of Lender, dated of even date herewith,

including the indemnification provisions contained therein;


                  (b) Borrower's failure to obtain Lender's prior written

consent to (i) any subordinate financing or any other encumbrance on the

Mortgaged Property, or (ii) any transfer of the Mortgaged Property or majority

ownership in Borrower in violation of the Mortgage;


                  (c) the misapplication by Borrower, its agents, affiliates,

officers or employees of any funds derived from the Mortgaged Property,

including security deposits, insurance proceeds and condemnation awards, in

violation of the Loan Documents;


                  (d) after the occurrence of an Event of Default or otherwise

to the extent the Loan Documents require such application, Borrower's or Master

Tenant's failure to apply proceeds of rents (including rents collected in

advance) or any other payments in respect of the leases and other income from

the Mortgaged Property or any other collateral when received to the costs of

maintenance and operation of the Mortgaged Property and to the payment of taxes,

lien claims, insurance premiums, monthly payments of principal and interest or

escrow payments or other payments due under the Loan Documents;


                  (e) any litigation or other legal proceeding related to the

Debt filed by Borrower, Master Tenant or any Guarantor or indemnitor that delays

or impairs Lender's ability to preserve, enforce or foreclose its lien on the

Mortgaged Property, including, but not limited to, the filing of a voluntary

petition concerning Borrower under the Bankruptcy Code (as hereinafter defined),

in which action a claim, counterclaim, or defense is asserted against Lender,

other than any litigation or other legal proceeding in which a final,

non-appealable judgment for money damages or injunctive relief is entered

against Lender;


                  (f) the gross negligence or willful misconduct of Borrower,

its agents, affiliates, officers or employees which causes or results in a

material diminution, or material loss of value, of the Mortgaged Property that

is not reimbursed by insurance or which gross negligence or willful misconduct

exposes Lender to claims, liability or costs of defense in any litigation or

other legal proceeding;


                   (g) the seizure or forfeiture of the Mortgaged Property, or

any portion thereof, or Lender's interest therein, resulting from criminal

wrongdoing by Borrower, its agents, affiliates, officers or employees; and


                  (h) waste to the Mortgaged Property caused by the acts or

omissions of Borrower, its agents, affiliates, officers, employees or

contractors; or the removal or disposal of any portion of the Mortgaged Property

after an Event of Default to the extent such Mortgaged Property is not replaced

by Borrower with like property of equivalent value, function and design.


         1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute,

continuing guaranty of payment and performance, is joint and several and is not

a guaranty of collection. This Guaranty may not be revoked by Guarantor and

shall continue to be effective with respect to any Guaranteed Obligations

arising or created after any attempted revocation by Guarantor and after (if

Guarantor is a natural person) Guarantor's death (in which event this Guaranty

shall be binding upon Guarantor's estate and Guarantor's legal representatives

and heirs). The fact that at any time or from time to time the Guaranteed

Obligations may be increased or reduced shall not release or discharge the

obligation of Guarantor to Lender with respect to Guaranteed Obligations. This

Guaranty may be enforced by Lender and any subsequent holder of the Note and

shall not be discharged by the assignment or negotiation of all or part of the



          1.4 Guaranteed Obligations Not Reduced by Offset. The Guaranteed

Obligations and the liabilities and obligations of Guarantor to Lender

hereunder, shall not be reduced, discharged or released because or by reason of

any existing or future offset, claim or defense of Borrower, or any other party,

against Lender or against payment of the Guaranteed Obligations, whether such

offset, claim or defense arises in connection with the Guaranteed Obligations

(or the transactions creating the Guaranteed Obligations) or otherwise.


         1.5 Payment by Guarantor. If all or any part of the Guaranteed

Obligations, as limited by Section 1.2, shall not be punctually paid when due,

whether at maturity or earlier by acceleration or otherwise, Guarantor shall,

immediately upon demand by Lender, and without presentment, protest, notice of

protest, notice of non-payment, notice of intention to accelerate the maturity,

notice of acceleration of the maturity, or any other notice whatsoever, pay in

lawful money of the United States of America, the amount due on the Guaranteed

Obligations to Lender at Lender's address as set forth herein. Such demand(s)

may be made at any time coincident with or after the time for payment of all or

part of the Guaranteed Obligations, and may be made from time to time with

respect to the same or different items of Guaranteed Obligations. Such demand

shall be deemed made, given and received in accordance with the notice

provisions hereof.


         1.6 No Duty to Pursue Others. It shall not be necessary for Lender (and

Guarantor hereby waives any rights which Guarantor may have to require Lender),

in order to enforce such payment by Guarantor, first to (a) institute suit or

exhaust its remedies against Borrower or others liable on the Loan or the

Guaranteed Obligations or any other person, (b) enforce Lender's rights against

any collateral which shall ever have been given to secure the Loan, (c) enforce

Lender's rights against any other guarantors of the Guaranteed Obligations, (d)

join Borrower or any others liable on the Guaranteed Obligations in any action

seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender

against any collateral which shall ever have been given to secure the Loan, or

(f) resort to any other means of obtaining payment of the Guaranteed

Obligations. Lender shall not be required to mitigate damages or take any other

action to reduce, collect or enforce the Guaranteed Obligations.


         1.7 Waivers. Guarantor agrees to the provisions of the Loan Documents,

and hereby waives notice of (a) any loans or advances made by Lender to

Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the

Note or of any other Loan Documents, (d) the execution and delivery by Borrower

and Lender of any other loan or credit agreement or of Borrower's execution and

delivery of any promissory notes or other documents arising under the Loan

Documents or in connection with the Mortgaged Property, (e) the occurrence of

any breach by Borrower or Event of Default, (f) Lender's transfer or disposition

of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or

posting or advertising for sale or foreclosure) of any collateral for the

Guaranteed Obligations, (h) protest, proof of non-payment or default by

Borrower, or (i) any other action at any time taken or omitted by Lender, and,

generally, all demands and notices of every kind in connection with this

Guaranty, the Loan Documents, any documents or agreements evidencing, securing

or relating to any of the Guaranteed Obligations and the obligations hereby



         1.8 Payment of Expenses. In the event that Guarantor should breach or

fail to timely perform any provisions of this Guaranty, Guarantor shall,

immediately upon demand by Lender, pay Lender all costs and expenses (including

court costs and reasonable attorneys' fees) incurred by Lender in the

enforcement hereof or the preservation of Lender's rights hereunder. The

covenant contained in this section shall survive the payment and performance of

the Guaranteed Obligations.


         1.9 Effect of Bankruptcy. In the event that, pursuant to any

insolvency, bankruptcy, reorganization, receivership or other action under any

debtor relief law, or any judgment, order or decision thereunder, Lender must

rescind or restore any payment, or any part thereof, received by Lender in

satisfaction of the Guaranteed Obligations, as set forth herein, any prior

release or discharge from the terms of this Guaranty given to Guarantor by

Lender shall be without effect, and this Guaranty shall remain in full force and

effect. It is the intention of Borrower and Guarantor that Guarantor's

obligations hereunder shall not be discharged except by Guarantor's performance

of such obligations and then only to the extent of such performance.


        1.10 Deferment of Rights of Subrogation, Reimbursement and Contribution.


                  (a) Notwithstanding any payment or payments made by any

Guarantor hereunder, no Guarantor will assert or exercise any right of Lender or

of such Guarantor against Borrower to recover the amount of any payment made by

such Guarantor to Lender by way of subrogation, reimbursement, contribution,

indemnity, or otherwise arising by contract or operation of law, and such

Guarantor shall not have any right of recourse to or any claim against assets or

property of Borrower, whether or not the obligations of Borrower have been

satisfied, all of such rights being herein expressly waived by such Guarantor.

Each Guarantor agrees not to seek contribution or indemnity or other recourse

from any other Guarantor. If any amount shall nevertheless be paid to a

Guarantor by Borrower or another Guarantor prior to payment in full of the

Obligations (hereinafter defined), such amount shall be held in trust for the

benefit of Lender and shall forthwith be paid to Lender to be credited and

applied to the Obligations, whether matured or unmatured. The provisions of this

section shall survive the termination of this Guaranty, and any satisfaction and

discharge of Borrower by virtue of any payment, court order or any applicable



                  (b) Notwithstanding the provisions of subsection 1.10(a), each

Guarantor shall have and be entitled to (i) all rights of subrogation otherwise

provided by applicable law in respect of any payment it may make or be obligated

to make under this Guaranty, and (ii) all claims it would have against Borrower

or any other Guarantor in the absence of subsection 1.10(a) and to assert and

enforce same, in each case on and after, but at no time prior to, the date (the

"Subrogation Trigger Date") which is ninety-one (91) days after the date on

which all sums owed to Lender under the Loan Documents (the "Obligations") have

been paid in full, if and only if (x) no Event of Default of the type described

in subsections 22(f) or 22(g) of the Mortgage with respect to Borrower or any

other Guarantor has existed at any time on and after the date of this Guaranty

to and including the Subrogation Trigger Date, and (y) the existence of each

Guarantor's rights under this subsection 1.10(b) would not make such Guarantor a

creditor (as defined in the Code, as such term is hereinafter defined) of

Borrower or any other Guarantor in any insolvency, bankruptcy, reorganization or

similar proceeding commenced on or prior to the Subrogation Trigger Date.


         1.11 Bankruptcy Code Waiver. It is the intention of the parties that no

Guarantor shall be deemed to be a "creditor" or "creditors" (as defined in

Section 101 of the United States Bankruptcy Code (the "Bankruptcy Code")) of

Borrower, or any such Guarantor, by reason of the existence of this Guaranty, in

the event that Borrower or any such Guarantor, becomes a debtor in any

proceeding under the Bankruptcy Code, and in connection herewith, such Guarantor

hereby waives any such right as a "creditor" under the Bankruptcy Code. This

waiver is given to induce Lender to make the Loan evidenced by the Note to

Borrower. After the Loan is paid in full and there shall be no obligations or

liabilities under this Guaranty outstanding, this waiver shall be deemed to be



         1.12 Borrower. The term "Borrower" as used herein shall include any new

or successor corporation, association, partnership (general or limited), joint

venture, trust or other individual or organization formed as a result of any

merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or

any interest in Borrower.


                                   ARTICLE II





         Guarantor hereby consents and agrees to each of the following, and

agrees that Guarantor's obligations under this Guaranty shall not be released,

diminished, impaired, reduced or adversely affected by any of the following, and

waives any common law, equitable, statutory or other rights (including without

limitation rights to notice) which Guarantor might otherwise have as a result of

or in connection with any of the following:


         2.1 Modifications. Any

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