Contract
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EXHIBIT 10.25 Xxxxxxx Mac Loan Number: 504021303 Property Name: The Oasis GUARANTY MULTISTATE (Revised 4-19-2018) THIS GUARANTY ("Guaranty") is entered into to be effective as of July 31, 2018, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"). RECITALS A. Pursuant to the terms of a Multifamily Loan and Security Agreement dated the same date as this Guaranty (as amended, modified or supplemented from time to time, the "Loan Agreement"), STAR Oasis, LLC, a Delaware limited liability company ("Borrower") has requested that Lender make a loan to Borrower in the amount of $39,740,000.00 ("Loan"). The Loan will be evidenced by one or more Multifamily Note(s) from Borrower to Lender dated effective as of the effective date of this Guaranty (as amended, modified or supplemented from time to time, and collectively if applicable, the "Note"). The Note will be secured by a Multifamily Mortgage, Deed of Trust, or Deed to Secure Debt dated effective as of the effective date of the Note (as amended, modified or supplemented from time to time, the "Security Instrument"), encumbering the Mortgaged Property described in the Loan Agreement. B. As a condition to making the Loan to B01Tower, Lender requires that Guarantor execute this Guaranty. C. Guarantor has a direct or indirect ownership or other financial interest in Bon-ower and/or will otherwise derive a material benefit from the making of the Loan. AGREEMENT NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, and in consideration thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows: 1. Defined Terms. The terms "Indebtedness", "Loan Documents", and "Property Jmisdiction", and other capitalized terms used but not defined in this Guaranty, will have the meanings assigned to them in the Loan Agreement. 2. Scope of Guaranty. (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender each of the following: (i) Guarantor guarantees the full and prompt payment when due, whether at the Maturity Date or earlier, by reason of acceleration or otherwise, and at all times thereafter, of each of the following: Guaranty - Multistate
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(A) Guarantor guarantees a pmiion of the Indebtedness (including interest at the Note rate) equal to 0.00% of the original principal balance of the Note ("Base Guaranty"). (B) In addition to the Base Guaranty, Guarantor guarantees all other amounts for which Borrower is personally liable under Sections 9(c), 9(d) and 9(f) of the Note (provided, however, that Guarantor will have no liability for failure of BmTower or SPE Equity Owner to comply with (I) Section 6.13(a)(xviii) of the Loan Agreement, and (II) the requirement in Section 6.13(a)(x)(B) of the Loan Agreement as to payment of trade payables within 60 days of the date incurred). (C) Guarantor guarantees all costs and expenses, including reasonable Attorneys' Fees and Costs incmTed by Lender in enforcing its rights under this Guaranty. (ii) Guarantor guarantees the full and prompt payment and performance of, and compliance with, all of BmTower's obligations under Sections 6.12, 10.02(b) and 10.02(d) of the Loan Agreement when due and the accuracy of Borrower's representations and warranties under Section 5.05 of the Loan Agreement. (iii) Guarantor guarantees the full and prompt payment and peiformance of, and compliance with, B01Tower's obligations under Section 6.09(e)(v) of the Loan Agreement to the extent Property Improvement Alterations have commenced and remain uncompleted. (iv) through (vi) Reserved. (b) If the Base Guaranty stated in Section 2(a)(i)(A) is 100% of the original principal balance of the Note, then the following will be applicable: (i) The Base Guaranty will mean and include, and Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender, the full and complete prompt payment of the entire Indebtedness, the pe1formance of and/or compliance with all of Borrower's obligations under the Loan Documents when due, and the accuracy of B01Tower' s representations and wmTanties contained in the Loan Documents. (ii) For so long as the Base Guaranty remains in effect (there being no limit to the duration of the Base Guaranty unless otherwise expressly provided in this Guaranty), the obligations guaranteed pursuant to Sections 2(a)(i)(B) and 2(a)(i)(C) will be part of, and not in addition to or in limitation of, the Base Guaranty. (c) If the Base Guaranty stated in Section 2(a)(i)(A) is less than 100% of the original principal balance of the Note, then Section 2(b) will be completely inapplicable. (d) If Guarantor is not liable for the entire Indebtedness, then all payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its lights under the Loan Agreement and the other Loan Documents (except this Guaranty) will be applied first to the portion of the Indebtedness for which neither Borrower nor Guarantor has personal liability. Guaranty - Multistate Page2
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Exhibit A Modifications to Guaranty IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal or has caused this Guaranty to be signed and delivered under seal by its duly authorized representative. Where applicable law provides, Guarantor intends that this Guaranty will be deemed to be signed and delivered as a sealed instrument. (Remainder of page intentionally left blank; signature pages follow.) Guaranty - Multistate Page 11
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(a) Guarantor's Notice Address: Name: Steadfast Apartment REIT, Inc. Address: c/o Steadfast Companies 18100 Xxx Xxxxxx A venue, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 (b) Guarantor represents and wmrnnts that Guarantor is: [__ ] married [__ ] single [__lL] an entity (c) If Guarantor is married, then Guarantor represents and warrants that Guarantor's state of residence is N/ A and Guarantor Spouse's state of residence is N/A . (d) If Guarantor (i) is married, and (ii) Guarantor Spouse is not also a Guarantor of this Loan, and (iii) Guarantor or Guarantor Spouse's state of residence is Alaska, Arizona, Idaho, Louisiana, Nevada, New Mexico, Washington, or Wisconsin, then Guarantor must cause Guarantor Spouse to sign below in accordance with Section 26 of this Guaranty. Any person signing this Guaranty solely as a Guarantor Spouse will bind only Guarantor Spouse's marital commlmity property and will not bind Guarantor Spouse's separate property to the payment and pe1:for111ance of the Guarallfor's obligations under this Guaranty. Guarantor Spouse's Signature: ~N~/ A~---------------- Guarantor Spouse's Printed Name: ~N=/A~---------------- Guarantor Spouse's Address: ~N=/A~---------------- (e) If Guarantor is an entity, Guarantor represents and warrants that Guarantor's term of existence, excluding any renewal or extension options: [__lL] does not expire dming the term of the Loan. [__ ] expires during the term of the Loan, and that the expiration date is ______ Guaranty - Multistate Page 13
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SCHEDULE 1 STATE SPECIFIC PROVISIONS Colorado Guarantor waives the benefit of C.R.S. Sections 00-00-000 through 00-00-000, inclusive. Guaranty - Multistate Schedule 1 - Page 1