Exhibit
10.14
PAYMENT GUARANTY
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PROJECT COMMONLY KNOWN AS
"TIERRA DEL SOL PHASE 2"
THIS
PAYMENT GUARANTY ("Guaranty") made as of December 29, 2005 by
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MALCOLM J.
WRIGHT and AMERICAN LEISURE HOLDINGS, INC., a
Nevada corporation,
jointly and
severally,
(collectively,
"Guarantor"), to and for the benefit of
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KEYBANK NATIONAL ASSOCIATION, a national banking association, its
successors and
assigns ("Lender").
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R E C I T A L S
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A.
On or about the date hereof, TIERRA DEL
SOL RESORT (PHASE 2), LTD., a
Florida limited
partnership,
TDS TOWN HOMES (PHASE
2), LLC, a Florida limited
liability company, COSTA BLANCA II REAL ESTATE, LLC, a Florida
limited liability
company, COSTA BLANCA III REAL ESTATE, LLC, a Florida limited
liability company,
and TDS CLUBHOUSE, INC., a Florida
corporation ("Borrower") and Lender entered
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into that certain Loan Agreement ("Loan Agreement")
whereby Lender agreed to
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make a secured loan
(the "Loan") available to Borrower in the maximum aggregate
amount at any time outstanding not to exceed
the sum of FOURTEEN MILLION EIGHT
HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($14,850,000.00), to finance
the
investment of
equity into a luxury
townhome/condominium project to be known as
"Tierra del
Sol" (the "Project"). Capitalized terms used and not otherwise
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defined herein shall have the meanings given to them in the Loan
Agreement.
B.
In connection with the Loan, Borrower has executed and
delivered a
promissory note
(the "Note") in favor of Lender of even date
herewith in the
amount of the Loan, payment of which is secured by (i) a Mortgage made
by
Borrower in favor of Lender on the Project and (ii) the other Loan
Documents.
C.
Guarantor will derive material financial benefit from the Loan
evidenced
and secured by the Note, the Mortgage and the other Loan
Documents.
D.
Lender has relied on the statements and
agreements contained herein in
agreeing to
make the Loan. The execution and delivery of this Guaranty
by
Guarantor is a condition precedent to the making of the Loan by
Lender.
AGREEMENTS
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NOW,
THEREFORE, intending
to be legally bound, Guarantor, in consideration
of the matters described in the foregoing Recitals, which Recitals are
incorporated herein
and made a part hereof, and for other good
and valuable
consideration the
receipt and sufficiency of which are acknowledged,
hereby
covenants and
agrees for the benefit of Lender and its
respective successors,
endorsees, transferees, participants and assigns as follows:
1.
Guarantor absolutely, unconditionally and irrevocably
guarantees:
(a) the full and prompt payment of the
principal of and interest on
the
Note when due, whether at stated maturity, upon acceleration or
otherwise, and at all
times thereafter, and the full and prompt payment of
all
sums which may now be or may hereafter
become due and owing under the
Note, the Loan Agreement and the other Loan Documents;
(b) the prompt, full and complete performance of all of
Borrower's
obligations under each
and every covenant contained in the Loan Documents;
and
<PAGE>
(c) the full and prompt payment of any Enforcement Costs (as
hereinafter defined in Section 7 hereof).
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All amounts
due, debts, liabilities and payment obligations described in
subsections (a)
and (b) of this Section 1 shall be
hereinafter collectively
---------
referred to as the "Indebtedness."
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2.
In the event of any Event of Default
as defined in the Loan Agreement,
Guarantor agrees,
on demand by Lender or the holder of the Note,
to pay the
Indebtedness
regardless of
any defense, right of set-off or claims which
Borrower or
Guarantor may have against Lender or the holder of the Note.
Anything in the Loan Documents to the contrary notwithstanding,
Lender agrees to
give Guarantor notice
of any Event of Default by Borrower in the payment of the
Indebtedness or
otherwise,
and further agrees
that no remedies under the Loan
Documents, including,
without limitation, this Guaranty, shall be pursued
by
Lender as a result of such Event of Default so long as
Guarantor shall have
cured any monetary default within ten (10) days after its receipt of said
notice, or
with respect to any other default,
Guarantor shall have cured such
default within
thirty (30) days after its receipt of said
notice to cure (or
such other additional time, if any, that is reasonably necessary to
promptly and
diligently cure) such default.
All
of the remedies set forth herein and/or provided for in any of the
Loan
Documents or
at law or equity shall be equally available
to Lender, and the
choice by Lender of one such alternative over
another shall not be subject to
question or
challenge by Guarantor or any other person, nor shall any
such
choice be asserted as a defense, setoff, or
failure to mitigate damages in any
action, proceeding,
or counteraction by
Lender to recover or seeking any other
remedy under
this Guaranty, nor shall such choice preclude Lender from
subsequently electing to exercise a different remedy. The parties
have agreed to
the alternative remedies provided herein in part because they
recognize that the
choice of remedies in the event of a default
hereunder will necessarily be and
should properly
be a matter of good
faith business judgment, which the passage
of time and events may or may not prove to have been the best
choice to maximize
recovery by
Lender at the lowest cost to Borrower
and/or Guarantor. It is the
intention of
the parties that such good faith choice by Lender be given
conclusive effect regardless of such subsequent developments.
3.
Guarantor does hereby (a) waive notice of acceptance of this
Guaranty by
Lender and
any and all notices
and demands of every kind which may be required
to be given by Lender pursuant to any statute, rule or law, (b)
agree to refrain
from asserting, until after repayment in full of the Loan, any
defense, right of
set-off or
other claim which
Guarantor may have against Borrower (c) waive any
defense, right
of set-off or other claim which
Guarantor or Borrower may have
against Lender,
or the holder of the Note, (d) waive any and all rights
Guarantor may
have under any anti-deficiency statute or other similar
protections, (e)
waive presentment for payment, demand
for payment, notice of
nonpayment or
dishonor, protest and
notice of protest, diligence in collection
and any and all
formalities which otherwise might be legally required to charge
Guarantor with
liability,
and (f) waive any failure by Lender to inform
Guarantor of
any facts Lender may now or hereafter know about
Borrower, the
Project, the
Loan, or the transactions contemplated
by the Loan Agreement, it
being understood
and agreed that Lender has no duty so to inform and that
Guarantor is
fully responsible for
being and remaining informed by Borrower of
all circumstances
bearing on the risk of nonperformance of Borrower's
obligations. Credit
may be granted or
continued from time to time by Lender to
Borrower without
notice to or authorization from
Guarantor, regardless of the
financial or
other condition of Borrower at the time of any such grant or
continuation. Lender
shall have no obligation to disclose or discuss with
Guarantor its
assessment
of the financial condition of Borrower.
Guarantor
acknowledges that
no representations of any kind
whatsoever have been made by
Lender. No
modification
or waiver of any of the provisions of this
Guaranty
shall be binding upon Lender except as expressly set
forth in a writing duly
signed and delivered by Lender.
<PAGE>
4.
Guarantor further agrees that Guarantor's
liability as guarantor shall
in not be impaired or affected by any
renewals or extensions which may be made
from time to time,
with or without the knowledge or consent of Guarantor of the
time for payment of interest or principal
under the Note or by any forbearance
or delay in collecting interest or principal under the Note, or by
any waiver by
Lender under
the Loan Agreement, Mortgage or any other
Loan Documents, or by
Lender's failure
or election not to pursue any other remedies it may have
against Borrower
or Guarantor, or by any change or modification
in the Note,
Loan Agreement,
Mortgage or any other Loan Document, or by the
acceptance by
Lender of any additional security or any increase, substitution or
change
therein, or
by the release by
Lender of any security or any withdrawal thereof
or decrease therein,
or by the application of payments received from any source
to the payment of any
obligation other than the Indebtedness even though Lender
might lawfully
have elected to apply such payments to any part
or all of the
Indebtedness, it
being the intent hereof that, subject to
Lender's compliance
with the terms of this Guaranty, Guarantor
shall remain liable for the payment
of the Indebtedness, until the Indebtedness has been paid in full,
notwithstanding any
act or thing which might otherwise
operate as a legal or
equitable discharge
of a surety. Guarantor
further understands and agrees that
Lender may
at any time enter into
agreements with Borrower to amend and modify
the Note, Loan Agreement, Mortgage or other Loan Documents,
and may waive or
release any
provision or provisions of the Note, Loan
Agreement, Mortgage and
other Loan
Documents or any thereof, and, with
reference to such instruments,
may make and enter
into any such agreement or agreements as Lender and Borrower
may deem proper and desirable, without in any manner impairing or
affecting this
Guaranty or
any of Lender's rights hereunder or Guarantor's obligations
hereunder.
5.
This is an absolute,
present and continuing guaranty of payment and not
of collection.
Guarantor agrees that this Guaranty may be enforced
by Lender
without the
necessity at any time of resorting to or exhausting any
other
security or
collateral
given in connection herewith or with the Note,
Loan
Agreement, Mortgage
or any of the other Loan Documents
through foreclosure or
sale proceedings,
as the case may be, under the Mortgage or otherwise,
or
resorting to
any other guaranties, and Guarantor hereby waives any
right to
require Lender
to join Borrower in
any action brought hereunder or to commence
any action
against or obtain any judgment against Borrower or
to pursue any
other remedy
or enforce any other
right. Guarantor further agrees that nothing
contained herein or otherwise shall prevent Lender from pursuing
concurrently or
successively all
rights and remedies available to it at law and/or in equity or
under the Note, Loan Agreement, Mortgage or any
other Loan Documents, and the
ex
