EXHIBIT 10(vii)
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GUARANTY
(Commercial Real Estate)
In consideration of the extension of credit by FIRSTAR BANK, NATIONAL
ASSOCIATION, a national banking association under the laws of the United
States of America ("Lender"), whose mailing address is c/o Commercial Real
Estate Department, 425 Walnut Street, Cincinnati, Ohio 45202, to LASALLE
HOTEL LESSEE, INC. ("Borrower"), and other good and valuable consideration,
the receipt of which is acknowledged, the undersigned, jointly and
severally if more than one, hereby guarantees to Lender the prompt
performance and payment of all indebtedness, interest, principal,
liabilities and obligations of Borrower to Lender pursuant to Borrower's
note ("Note") in the principal amount of $5,000,000 of even date herewith
and all amendments thereto and restatements and extensions thereof
(hereinafter collectively referred to as the "Obligations"). This is a
Guaranty of payment and performance and not of collection. Without
limiting the foregoing, the undersigned, absolutely, irrevocably and
unconditionally indemnifies and saves Lender harmless from and against all
liabilities, suits, proceedings, actions, claims, assertions, charges,
demands, delays, injuries, expenses (including reasonable attorney fees and
disbursements) which are incurred by Lender as a result of any allegation
or determination that the Obligations involve a fraudulent conveyance,
transfer or obligation under federal or state law.
This is an absolute, irrevocable, unconditional and continuing
Guaranty of the Obligations. This Guaranty will extend to and cover
renewals of the Obligations and any number of extensions of time for
payment thereof and will not be affected by any surrender, exchange,
acceptance, or release by Lender of any other guarantee or any security
held by it for any of the Obligations. Notice of acceptance of this
Guaranty, notice of extensions of credit to the Borrower from time to time,
notice of default, diligence, presentment, protest, demand for payment,
notice of demand or protest, and any defense based upon a failure of Lender
to comply with the notice requirements of the applicable version of Uniform
Commercial Code Section 9-504 are hereby waived. Lender at any time and
from time to time, without the consent of the undersigned, may change the
manner, place or terms of payment of or interest rates on, or change or
extend the time of payment, or renew or alter, any of the Obligations,
without impairing or releasing the liabilities of the undersigned
hereunder. Lender in its sole discretion may determine the reasonableness
of the period which may elapse prior to the making of demand for any
payment upon the undersigned, but in no event shall such period be less
than fifteen (15) days. Lender need not pursue any of its remedies against
said Borrower before having recourse against the undersigned under this
Guaranty.
The undersigned hereby grants the Lender a security interest in all
deposits and account balances and credits of the undersigned or other sums
credited by or due from the Lender to the undersigned in the possession of
or in transit to Lender, now existing or hereafter arising or coming due
(including without limitation certificates of deposit, repurchase
agreements and securities in transit), and such amounts and all proceeds
thereof may at all times be held and treated as collateral security
hereunder ("Collateral"), it being understood that, unless and until an
Event of Default has occurred under the Note, no restrictions, setoff, or
similar provisions shall be enforced against the Collateral, or the
undersigned's use, transfer or replacement of the Collateral. Further,
undersigned agrees at any time at the Lender's request, to sign financing
statements, trust receipts, security agreements or other documents deemed
by Lender as reasonably necessary to evidence, perfect, secure, preserve,
protect and/or enforce this Guaranty and existing or additional security
interests in the Collateral created in Lender hereunder or otherwise.
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To the extent the Obligations are due and payable, and unpaid, and at
any time thereafter, Lender shall have all the rights and remedies as
against the Collateral of a secured party and further, Lender may apply or
set-off such Collateral against the Obligations as the Lender deems
appropriate, and/or refuse to honor orders to pay or withdraw the
Collateral or sums represented thereby, all at Lender's sole and absolute
discretion.
The undersigned is presently informed of the financial condition of
the Borrower and of all other circumstances which a diligent inquiry would
reveal and which bear upon the risk of non-payment or performance of the
Obligations.
If any demand is made at any time upon Lender for the repayment or
recovery of any amount or amounts received by it in payment or on account
of any of the Obligations and if Lender repays all or any part of such
amount or amounts by reason of any judgment, decree or order of any court
or administrative body or by reason of any settlement or compromise of any
such demand, the undersigned will be and remain liable hereunder for the
amount or amounts so repaid or recovered to the same extent as if such
amount or amounts had never been received originally by Lender.
Unless and until Lender shall consent in writing to a modification,
the undersigned shall have no right of subrogation against Borrower by
reason of any payments or acts of performance by the undersigned in
compliance with the obligations of the undersigned hereunder. The
undersigned hereby irrevocably waives all legal and equitable rights to
recover from Borrower any sums paid by the undersigned under the terms of
this Guaranty. Undersigned further agrees not to transfer any of its
assets without fair and adequate consideration, except for gifts made in
the ordinary course to spouse or children, or as otherwise agreed to in
writing by Lender.
The undersigned shall pay to Lender all reasonable attorneys' fees
and costs of litigation in connection with the enforcement of the terms of
this Guaranty.
The undersigned will provide Lender with current financial statements
annually within 90 days after the end of each calendar year, or upon
request, in form and detail reasonably satisfactory to Lender and all in
compliance with the terms of the Mortgage. This Guaranty shall be binding
upon the undersigned and the personal representatives, heirs, successors
and assigns thereof and inure to the benefit of Lender and its successors
and assigns.
Upon sale, transfer, or assignment of the above stated Note by Lender
to any third party (the "Third Party"), this Guaranty may also be assigned
by Lender to the Third Party and the undersigned acknowledges liability
under this Guaranty to such Third Party.
This Guaranty may not be changed orally, and no obligation of the
undersigned can be released or waived by Lender, except in writing signed
by a duly authorized officer of Lender.
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This Guaranty shall be construed and enforced pursuant to the laws of
the State of Ohio.
WAIVER OF JURY TRIAL: GUARANTOR AND LENDER HEREBY JOINTLY AND SEVERALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE
OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE
OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO.
GUARANTOR AND LENDER EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
Signed this 3rd day of January, 2001
GUARANTOR:
LASALLE HOTEL OPERATING PARTNERSHIP, L.P.
By: LaSalle Hotel Properties, its General Partner
By: /s/ Hans Weger
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Hans Weger, Chief Financial Officer
LASALLE HOTEL PROPERTIES
By: /s/ Hans Weger
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Hans Weger, Chief Financial Officer
NOTICE ADDRESS FOR EACH GUARANTOR SHALL BE:
4800 Montgomery Lane
Suite M25
Bethesda, Maryland 20814
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STATE OF MARYLAND )
) ss.:
COUNTY OF MONTGOMERY )
On the 3rd day of January, 2001, before me, the undersigned, a Notary
Public in and for said State, personally appeared Hans S. Weger, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individuals, or the persons upon
behalf of which the individual acted, executed the instrument.
/s/ Susan K. Wojciechowski
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Susan K. Wojciechowski
Notary Public
Montgomery County
Maryland
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