a104_guarantyofnon-recou






                                                                          EXHIBIT 10.4                   GUARANTY OF NON-RECOURSE OBLIGATIONS        This GUARANTY OF NON-RECOURSE OBLIGATIONS (this “Guaranty”), dated as   of June 17, 2020, is executed by the undersigned (“Guarantor”), to and for the benefit of PNC   BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).                                     RECITALS:          A.    Pursuant  to  that  certain  Master  Credit  Facility  Agreement  dated  as  of  the  date  hereof, by and among the entities identified as Borrower set forth on Schedule I attached hereto   (“Borrower”) and Lender (as amended, restated, replaced, supplemented or otherwise modified   from  time  to  time,  the  “Master  Agreement”),  Lender  is  making  loans  in  favor  of  Borrower,   comprised of a $79,170,000 Variable Advance and a $79,170,000 Fixed Advance (collectively,   the “Advances”), in accordance with the terms of the Master Agreement, as evidenced by one or  more  Multifamily  Notes,  executed  by  Borrower  and  made  payable  to  the  order  of  Lender  (individually and collectively, as amended, restated, replaced, supplemented or otherwise modified  from time to time, the “Note”).         B.    The  Note  will  be  secured  by,  among  other  things,  the  Security  Instrument  (as defined  in  the  Master  Agreement) encumbering  the  real  property  described  in  the  Security  Instrument (individually and collectively, the “Mortgaged Property”).         C.    Guarantor has an economic interest in Borrower or will otherwise obtain a material financial benefit from the Advances to Borrower.         D.    As  a  condition  to  entering  into  the  Master  Agreement,  Lender  requires  that Guarantor execute this Guaranty.         NOW, THEREFORE, in order to induce Lender to enter into the Master Agreement, and  in consideration thereof, Guarantor agrees as follows:                                   AGREEMENTS:    1.    Recitals.         The recitals set forth above are incorporated herein by reference as if fully set forth in the  body of this Guaranty.    2.    Defined Terms.         Capitalized terms used and not specifically defined herein have the meanings given to such  terms in the Master Agreement.     Guaranty of Non-Recourse Obligations  Form 6015.MCFA                      Page 1   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






3.    Guaranteed Obligations.         Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full  and  prompt  payment  and  performance  when  due,  whether  at  maturity  or  earlier,  by  reason  of  acceleration or otherwise, and at all times thereafter, of:         (a)    all amounts, obligations and liabilities owed to Lender under Article 3 (Personal   Liability)  of  the  Master  Agreement  (including  the  payment  and  performance  of  all  indemnity   obligations of Borrower described in Section 3.03 (Personal Liability for Indemnity Obligations)   of the Master Agreement and including all of Borrower’s obligations under the Environmental   Indemnity Agreement (as the Master Agreement and Environmental Indemnity Agreement may   be modified from time to time)); and          (b)   all costs and expenses, including reasonable fees and out-of-pocket expenses of   attorneys and expert witnesses, incurred by Lender in enforcing its rights under this Guaranty.    4.    Survival of Guaranteed Obligations.          The obligations of Guarantor under this Guaranty shall survive any Foreclosure Event, and   any  recorded  release  or  reconveyance  of  the  Security  Instrument  or  any  release  of  any  other   security for any of the Indebtedness.    5.    Guaranty of Payment; Community Property.          Guarantor’s  obligations  under  this  Guaranty  constitute  a  present  and  unconditional   guaranty of payment and not merely a guaranty of collection.  If Guarantor (or any Guarantor, if   more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse   is a community property jurisdiction, Guarantor (or each such married Guarantor, if more than   one) agrees that Lender may satisfy Guarantor’s obligations under this Guaranty to the extent of   all Guarantor’s separate property and Guarantor’s interest in any community property.    6.    Obligations Unsecured; Cross-Default.          The  obligations  of  Guarantor  under  this  Guaranty  shall  not  be secured by  the  Security   Instrument or the Master Agreement.  However, a default under this Guaranty shall be an Event of   Default under the Master Agreement, and a default under this Guaranty shall entitle Lender to be   able to exercise all of its rights and remedies under the Master Agreement and the other Loan   Documents.    7.    Continuing Guaranty.          The obligations of Guarantor under this Guaranty shall be unconditional irrespective of the   genuineness, validity, regularity or enforceability of any provision of this Guaranty, the Note, the   Master Agreement, the Security Instrument or any other Loan Document.  Guarantor agrees that   performance of the obligations hereunder shall be a primary obligation, shall not be subject to any   counterclaim, set-off, recoupment, abatement, deferment or defense based upon any claim that    Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 2   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






Guarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder  or any other Person, and shall remain in full force and effect without regard to, and shall not be  released, discharged or affected in  any way  by any circumstance or condition (whether or not  Guarantor shall have any knowledge thereof), including:         (a)    any assignment, sale or other transfer of Borrower’s interest in all or any part of the   real or personal property which at any time constitutes collateral for the payment of the obligations   hereunder, including, a conveyance of such property in connection with a Foreclosure Event;           (b)   any  resort  to  Guarantor  for  payment  of  all  or  any  portion  of  the  obligations   hereunder, whether or not Lender shall have resorted to any collateral securing the obligations   hereunder, if any, or shall have proceeded to pursue or exhaust its remedies against Borrower (or   any other Person) primarily or secondarily liable for the obligations hereunder;          (c)   any  furnishing,  exchange,  substitution  or  release  of  any  collateral  securing   repayment of the Advances, or any failure to perfect any lien in such collateral;          (d)   any  failure,  omission  or  delay  on  the  part  of  Borrower,  Guarantor,  any  other   guarantor of the obligations hereunder or Lender to conform or comply with any term of any of   the Loan Documents or failure of Lender to give notice of any Event of Default;          (e)   any action or inaction by Lender under or in respect of any of the Loan Documents,   any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or   exercise any lien, security interest, right, power or remedy conferred upon it in any of the Loan   Documents, or any other action or inaction on the part of Lender;          (f)   any  Bankruptcy  Event,  or any voluntary or involuntary bankruptcy,  insolvency,   reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition,   receivership, liquidation, marshaling of assets and liabilities or similar events or proceedings with   respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective   property  or  creditors  or  any  action  taken  by  any  trustee  or  receiver  or  by  any  court  in  such   proceeding;          (g)   any merger or consolidation of Borrower into or with any entity or any sale, lease   or Transfer of any asset of Borrower, Guarantor or any other guarantor of the obligations hereunder   to any other Person;          (h)   any change in the ownership of Borrower or any change in the relationship between   Borrower, Guarantor or any other guarantor of the obligations hereunder, or any termination of   such relationship;          (i)   any release or discharge by operation of law of Borrower, Guarantor or any other   guarantor of the obligations hereunder, or any obligation or agreement contained in any of the   Loan Documents; or     Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 3   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      (j)    any  other  occurrence,  circumstance,  happening  or  event,  whether  similar  or   dissimilar to the foregoing, and whether seen or unforeseen, which otherwise might constitute a   legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise   might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.    8.    Guarantor Waivers.          Guarantor hereby waives:          (a)   any right to the enforcement, assertion or exercise of any right, power or remedy   conferred upon Lender in the Loan Documents or otherwise;          (b)   any requirement that Lender act with diligence in enforcing its rights under the   Loan Documents or this Guaranty;          (c)   any  failure  by  Lender  to  file  or  enforce  a  claim  against  the  estate  (either  in   administration, bankruptcy or any other proceeding) of Borrower or any other Person;          (d)   any  defense  based  upon  an  election  of  remedies  by  Lender  which  destroys  or   otherwise impairs the subrogation rights of Guarantor or the right of Guarantor (after payment of   Guarantor’s obligations hereunder) to proceed against Borrower for reimbursement, or both;          (e)   any defense based upon any taking, modification or release of any collateral for the   Guarantor’s obligations hereunder, if any, or any failure to perfect any security interest in, or the   taking of, or failure to take any other action with respect to, any collateral securing payment of   Guarantor’s obligations hereunder, if any;          (f)   any defense based upon the addition, substitution or release, in whole or in part, of   any Person(s), including, without limitation, another guarantor, primarily or secondarily liable for   or in respect of Guarantor’s obligations hereunder;          (g)   all other notices which may or might be lawfully waived by Guarantor;          (h)   the benefit of all principles or provisions of law, statutory or otherwise, which are   or might be in conflict with the terms of this Guaranty (and agrees that Guarantor’s obligations   shall not be affected by any circumstances, whether or not referred to in this Guaranty, which   might otherwise constitute a legal or equitable discharge of a surety or a guarantor);          (i)   the benefits of any right of discharge under any and all statutes or other laws relating   to guarantors or sureties and any other rights of sureties and guarantors;          (j)   diligence in collecting the Indebtedness, presentment, demand for payment, protest   and all notices with respect to the Loan Documents and this Guaranty which may be required by   statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under this Guaranty,   including notice of acceptance, notice of any amendment of the Loan Documents, notice of the   occurrence of any Event of Default, notice of intent to accelerate, notice of acceleration, notice of    Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 4   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






dishonor, notice of foreclosure, notice of protest and notice of the incurring by Borrower of any  obligation or indebtedness; and         (k)    all rights to require Lender to:                (1)   proceed  against  or  exhaust  any  collateral  held  by  Lender  to  secure  the         repayment of the Indebtedness;                (2)   proceed against or pursue any remedy it may now or hereafter have against         Borrower or any guarantor, or, if Borrower or any guarantor is a partnership, any general        partner of Borrower or general partner of any guarantor; or                (3)   demand or require collateral security from Borrower, any other guarantor         or any other Person as provided by applicable law or otherwise.    9.    No Effect Upon Obligations.          At any time or from time to time and any number of times, without notice to Guarantor and   without releasing, discharging or affecting the liability of Guarantor:          (a)   the time for payment of the principal of or interest on the Indebtedness may be   extended or the Indebtedness may be renewed in whole or in part;          (b)   the rate of interest on or period of amortization of any Advance or the amount of   the Monthly Debt Service Payments payable under the Loan Documents may be modified;          (c)   the  time  for  Borrower’s  performance  of  or  compliance  with  any  covenant  or   agreement contained in any Loan Document, whether presently existing or hereinafter entered into,   may be extended or such performance or compliance may be waived;          (d)   the  maturity  of  the  Indebtedness  may  be  accelerated  as  provided  in  the  Loan   Documents;          (e)   any or all payments due under the Master Agreement or any other Loan Document   may be reduced;          (f)   any Loan Document may be modified or amended by Lender and Borrower in any   respect, including the making of a Future Advance;          (g)   any amounts under the Master Agreement or any other Loan Document may be   released;          (h)   any  security  for  the  Indebtedness  may  be  modified,  exchanged,  released,   surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the   Indebtedness;     Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 5   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      (i)    the payment of the Indebtedness or any security for the Indebtedness, or both, may   be subordinated to the right to payment or the security, or both, of any other present or future   creditor of Borrower;          (j)   any payments made by Borrower to Lender may be applied to the Indebtedness in   such priority as Lender may determine in its discretion; and          (k)   any other terms of the Loan Documents may be modified as required by Lender.    10.   Representations and Warranties.            The representations and warranties made by Guarantor to Lender in this Section 10 are   made as of each Effective Date, and are true and correct except as disclosed on the Guarantor   Exceptions to Representations and Warranties Schedule attached hereto as Schedule II.          (a)   Due Organization and Qualification; Organizational Agreements.                (1)   Guarantor is  validly existing and qualified  to  transact  business and is  in         good standing in the state in which it is formed or organized and in each other jurisdiction         that qualification or good standing is required according to Applicable Law to conduct its         business and where the failure to be so qualified or in good standing would adversely affect         the validity, enforceability or the ability of Guarantor to perform its obligations under this         Guaranty.                (2)   True, correct and complete Organizational Documents of Guarantor have         been delivered to Lender prior to each Effective Date.          (b)   Location.          Guarantor’s  General  Business  Address  is  Guarantor’s  principal  place  of  business  and   principal office.          (c)   Power and Authority.          Guarantor has the requisite power and authority:                (1)   to  carry  on  its  business  as  now  conducted  and  as  contemplated  to  be         conducted in connection with the performance of its obligations under this Guaranty; and                (2)   to  execute  and  deliver  this  Guaranty,  and  to  carry  out  the  transactions         contemplated by this Guaranty.          (d)   Due Authorization.          The execution, delivery, and performance of this Guaranty have been duly authorized by   all necessary action and proceedings by or on behalf of Guarantor, and no further approvals or   filings  of any kind,  including any approval  of  or filing with  any  Governmental  Authority, are    Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 6   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






required  by  or  on  behalf  of  Guarantor  as  a  condition  to  the  valid  execution,  delivery,  and  performance by Guarantor of this Guaranty, except filings required to perfect and maintain the  liens to be granted under the Loan Documents and routine filings to maintain good standing and  its existence.         (e)    Valid and Binding Obligations.         This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal,  valid, and binding obligations of Guarantor, enforceable against Guarantor in accordance with its  terms,  except  as  such  enforceability  may  be  limited  by  applicable  Insolvency  Laws  or  by  the  exercise of discretion by any court.         (f)    Effect of Guaranty on Financial Condition.         Guarantor  is  not  Insolvent  and  will  not  be  rendered  Insolvent  by  the  transactions  contemplated by the provisions of this Guaranty.  In connection with the execution and delivery  of  this  Guaranty,  and  the  incurrence  by  Guarantor  of  the  obligations  under  this  Guaranty,  Guarantor did not receive less than reasonably equivalent value in exchange for the incurrence of  the obligations of Guarantor under this Guaranty.         (g)    Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.               (1)   Guarantor  is  not  in  violation  of  any  applicable  civil  or  criminal  laws  or        regulations, including those requiring internal controls, intended to prohibit, prevent, or        regulate money laundering, drug trafficking, terrorism, or corruption, of the United States        and the jurisdiction where the Mortgaged Property is located or where the Person resides,        is domiciled, or has its principal place of business.               (2)   Guarantor is not a Person:                            against whom proceedings are pending for any alleged violation of               any laws described in Section 10(g)(1);                            that has been convicted of any violation of, has been subject to civil               penalties or Economic Sanctions pursuant to, or had any of its property seized or               forfeited under, any laws described in Section 10(g)(1); or                            with whom any United States Person, any entity organized under the               laws  of  the  United  States  or  its  constituent  states  or  territories,  or  any  entity,               regardless  of where organized, having  its  principal place of business  within the               United  States  or  any  of  its  territories,  is  a  Sanctioned  Person  or  is  otherwise               prohibited from transacting business of the type contemplated by this Guaranty and               the other Loan Documents under any other Applicable Law.                (3)   Guarantor is in compliance with all applicable Economic Sanctions laws         and regulations.    Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 7   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      (h)    No Bankruptcies or Judgments.         Guarantor is not currently:                (1)   the  subject  of  or  a  party  to  any  completed  or  pending  bankruptcy,         reorganization, including any receivership or other insolvency proceeding;                (2)   preparing or intending to be the subject of a Bankruptcy Event;                 (3)   the subject of any judgment unsatisfied of record or docketed in any court;         or                (4)   Insolvent.          (i)   No Actions or Litigation.                (1)   There are no claims, actions, suits, or proceedings at law or in equity by or         before any Governmental Authority now pending against or, to Guarantor’s knowledge,         threatened against or affecting Guarantor or any Mortgaged Property not otherwise covered         by insurance (except claims, actions, suits, or proceedings regarding fair housing, anti-        discrimination, or equal opportunity, which shall always be disclosed); and                (2)   there are no claims, actions, suits, or proceedings at law or in equity by or         before any Governmental Authority now pending or, to Guarantor’s knowledge, threatened         against  or  affecting  Guarantor  or  Key  Principal,  which  claims,  actions,  suits,  or         proceedings, if adversely determined (individually or in the aggregate) reasonably would         be expected to materially adversely affect the financial condition or business of Borrower,         Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged         Property  (except  claims,  actions,  suits,  or  proceedings  regarding  fair  housing,  anti-        discrimination, or equal opportunity, which shall always be deemed material).            (j)   Payment of Taxes, Assessments, and Other Charges.          Guarantor confirms that:                (1)   it has filed all federal, state, county, and municipal tax returns and reports         required to have been filed by Guarantor;                (2)   it has paid, before any fine, penalty, interest, lien, or costs may be added         thereto, all taxes, governmental charges, and assessments due and payable with respect to         such returns and reports;                (3)   there  is  no  controversy  or  objection  pending,  or  to  the  knowledge  of         Guarantor, threatened in respect of any tax returns of Guarantor; and                (4)   it has made adequate reserves on its books and records for all taxes that have         accrued but which are not yet due and payable.    Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 8   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      (k)    Not a Foreign Person.         Guarantor is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal  Revenue Code.         (l)    Default Under Other Obligations.               (1)   The execution,  delivery, and performance of  the  obligations  imposed on        Guarantor  under  this  Guaranty  will  not  cause  Guarantor  to  be  in  default  under  the        provisions of any agreement, judgment or order to which Guarantor is a party or by which        such Guarantor is bound.               (2)   There are no defaults by Guarantor or, to the knowledge of Guarantor, by        any  other  Person  under  any  contract  to  which  Guarantor  is  a  party,  including  any        management, rental, service, supply, security, maintenance or similar contract, other than        defaults which do not have, and are not reasonably expected to have, a Material Adverse        Effect.          (m)    Prohibited Person.         Guarantor is not a Prohibited Person.        (n)    No Contravention; No Liens.         Neither the execution and delivery of this Guaranty, nor the fulfillment of or compliance  with the terms and conditions of this Guaranty nor the payment or performance of the obligations  of Guarantor under this Guaranty:               (1)   does  or  will  conflict  with  or  result  in  any  breach  or  violation  of  any        Applicable Law enacted or issued by any Governmental Authority or other agency having        jurisdiction over Guarantor, the Mortgaged Properties or any other portion of the Collateral        or other assets of Guarantor, or any judgment or order applicable to Guarantor or to which        Guarantor, the Mortgaged Properties or other assets of Guarantor are subject;               (2)   does or will conflict with or result in any breach or violation of, or constitute        a default under, any of the terms, conditions or provisions of Guarantor’s Organizational        Documents, any indenture, existing agreement or other instrument to which Guarantor is a        party or to which Guarantor, the Mortgaged Properties or any other portion of the Collateral        or other assets of Guarantor are subject; or               (3)   does or will require the consent or approval of any creditor of Guarantor,        any Governmental Authority or any other Person except such consents or approvals which        have already been obtained.     Guaranty of Non-Recourse Obligations Form 6015.MCFA                       Page 9   Fannie Mae                              06-16                    © 2016 Fannie Mae   STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      (o)   Financial Information.         All  financial  statements  and  data,  including  statements  of  cash  flow  and  income  and  operating expenses, that have been delivered to Lender by Guarantor:               (1)   are true, complete and correct in all material respects; and               (2)   present fairly the financial condition of Guarantor as of its date.  11.   Covenants.          (a)   Maintenance of Existence; Organizational Documents.         Guarantor shall maintain its existence, its entity status, franchises, rights, and privileges  under  the  laws  of  the  state  of  its  formation  or  organization  (as  applicable).   Guarantor  shall  continue to be duly qualified and in good standing to transact business in each jurisdiction in which  qualification or standing is required according to Applicable Law to conduct its business where  the failure to do so would adversely affect the validity, enforceability, or the ability of Guarantor  to  perform  Guarantor’s  obligations  hereunder.   None  of  Guarantor  nor  any  partner,  member,  manager, officer  or director of any  Guarantor shall make or allow  any  material  change  to the  Organizational Documents or organizational structure of Guarantor, including changes relating to  the Control of Guarantor, without Lender’s prior written consent.        (b)   Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.               (1)   Guarantor shall remain in compliance with any applicable civil or criminal        laws  or  regulations  (including  those  requiring  internal  controls)  intended  to  prohibit,        prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the        United States and the jurisdiction where the Mortgaged Property is located or where the        Person resides, is domiciled, or has its principal place of business.               (2)   At no time shall Guarantor be a Person:                           against whom proceedings are pending for any alleged violation of              any laws described in Section 11(b)(1);                           that has been convicted of any violation of, has been subject to civil              penalties or Economic Sanctions pursuant to, or had any of its property seized or              forfeited under, any laws described in Section 11(b)(1); or                           with whom any United States Person, any entity organized under the              laws  of  the  United  States  or  its  constituent  states  or  territories,  or  any  entity,              regardless  of where organized, having  its  principal place of business  within the              United  States  or  any  of  its  territories,  is  a  Sanctioned  Person  or  is  otherwise              prohibited from transacting business of the type contemplated by this Guaranty and              the other Loan Documents under any other Applicable Law.   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 10  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






            (3)   Guarantor  shall  at  all  times  remain  in  compliance  with  any  applicable        Economic Sanctions laws and regulations.         (c)   Payment of Taxes, Assessments, and Other Charges.         Guarantor shall file all federal, state, county and municipal tax returns and reports required  to be filed by Guarantor and shall pay, before any fine, penalty, interest, or cost may be added  thereto, all taxes payable with respect to such returns and reports.         (d)   Notice of Litigation or Insolvency.         Guarantor shall give immediate written notice to Lender of any claims, actions, suits or  proceedings at law or in equity (including any insolvency, bankruptcy, or receivership proceeding)  by  or  before  any  Governmental  Authority  pending  or,  to  Guarantor’s  knowledge,  threatened  against or affecting any Borrower Entity or the Mortgaged Property, which claims, actions, suits  or proceedings,  if  adversely  determined reasonably would  be  expected  to materially  adversely  affect the financial condition or business of  any Borrower Entity or the condition or ownership of  the  Mortgaged  Property  (including  any  claims,  actions,  suits,  or  proceedings  regarding  fair  housing, anti-discrimination, or equal opportunity, which shall always be deemed material).         (e)   Confidentiality of Certain Information.         Guarantor shall not disclose, and shall not permit to be disclosed, any terms, conditions,  underwriting requirements, or underwriting procedures of the Master Agreement or any of the  Loan Documents; provided, however, that such information may be disclosed (1) as required by  law  or  pursuant  to  GAAP,  (2)  to  officers,  directors,  employees,  agents,  partners,  attorneys,  accountants, engineers, and other consultants of Guarantor who need to know such information,  provided such Persons are instructed to treat such information confidentially, (3) to any regulatory  authority having jurisdiction over Guarantor, (4) in connection with any filings with the Securities  and Exchange Commission or other Governmental Authorities, or (5) to any other Person to which  such delivery or disclosure may be necessary or appropriate (A) in compliance with any law, rule,  regulation or order applicable to Guarantor, or (B) in response to any subpoena or other legal  process or information investigative demand.          Guarantor shall promptly notify Lender in writing upon any violation of any covenant set  forth in any Loan Document of which Guarantor has notice or knowledge; provided, however, any  such written notice by Guarantor to Lender shall not relieve Guarantor of, or result in a waiver of,  any obligation under this Guaranty.   12.   Condition of Borrower.          Guarantor has reviewed the Master Agreement, the Note and this Guaranty.  Guarantor is  fully aware of the financial condition of Borrower and is executing and delivering this Guaranty  based solely upon Guarantor’s own independent investigation of all matters pertinent hereto and  is not relying in any manner upon any representation or statement made by Lender. Guarantor  represents and warrants that Guarantor is in a position to obtain, and Guarantor hereby assumes   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 11  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






full  responsibility  for  obtaining,  any  additional  information  concerning  Borrower’s  financial  condition and any other matters pertinent hereto as Guarantor may desire and Guarantor is not  relying upon or expecting Lender to furnish to Guarantor any information now or hereafter in  Lender’s  possession  concerning  the  same  or  any  other  matter.  By  executing  this  Guaranty,  Guarantor knowingly accepts the full range of risks encompassed within a contract of this type,  which risks Guarantor acknowledges.   13.   Joint and Several Liability.         If more than one Person executes this Guaranty as Guarantor, such Persons shall be liable  for the obligations hereunder on a joint and several basis.  Lender, in its discretion, may:         (a)   to the extent permitted by applicable law, bring suit against Guarantor, or any one  or more of the Persons constituting Guarantor, and any other guarantor, jointly and severally, or  against any one or more of them;         (b)   compromise or settle with any one or more of the Persons constituting Guarantor,  or any other guarantor, for such consideration as Lender may deem proper;         (c)   discharge or release one or more of the Persons constituting Guarantor, or any other  guarantor, from liability or agree not to sue such Person; and         (d)   otherwise deal with Guarantor and any guarantor, or any one or more of them, in  any manner, and no such action shall impair the rights of Lender to collect from Guarantor any  amount guaranteed by Guarantor under this Guaranty.   Nothing contained in this Section 13 shall in any way affect or impair the rights or obligations of  Guarantor with respect to any other guarantor.   14.   Subordination of Affiliated Debt.         Any  indebtedness  of  Borrower  held  by  Guarantor  now  or  in  the  future  is  and  shall  be  subordinated  to  the  Indebtedness  and  any  such  indebtedness  of  Borrower  shall  be  collected,  enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any  manner the liability of Guarantor under the other provisions of this Guaranty.   15.   Subrogation.         Guarantor  shall  have  no  right  of,  and  hereby  waives  any  claim  for,  subrogation  or  reimbursement against Borrower or any general partner of Borrower by reason of any payment by  Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any  contract or statute, until the Indebtedness has been paid in full and there has expired the maximum  possible period thereafter during which any payment made by Borrower to Lender with respect to  the Indebtedness could be deemed a preference under the Insolvency Laws.    Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 12  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






16.   Voidable Transfer.         If any payment by Borrower is held to constitute a preference under any Insolvency Laws  or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such  refund shall not constitute a release of any liability of Guarantor under this Guaranty.  It is the  intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be  discharged except by Guarantor’s performance of such obligations and then only to the extent of  such  performance.   If  any  payment  by  any  Guarantor  should  for  any  reason  subsequently  be  declared to be void or voidable under any state or federal law relating to creditors’ rights, including  provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to  repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice  of its counsel, then the obligations guaranteed hereunder shall automatically be revived, reinstated  and restored by the amount of such Voidable Transfer or the amount of such Voidable Transfer  that Lender is required or elects to repay or restore, including all reasonable costs, expenses and  legal fees incurred by Lender in connection therewith, and shall exist as though such Voidable  Transfer  had  never  been  made,  and  any  other  guarantor,  if  any,  shall  remain  liable  for  such  obligations in full.   17.   Credit Report/Credit Score.         Guarantor acknowledges and agrees that Lender is authorized, no more frequently than  once in any twelve (12) month period, to obtain a credit report (if applicable) on Guarantor, the  cost of which shall be paid for by Guarantor.  Guarantor acknowledges and agrees that Lender is  authorized to obtain a Credit Score (if applicable) for Guarantor at any time at Lender’s expense.   18.   Financial Reporting.         In  the  event  Guarantor  receives  or  obtains  any  audited  financial  statements  and  such  financial statements are required to be delivered to Lender under Section 8.02(b) of the Master  Agreement, Guarantor shall deliver or cause to be delivered to Lender the audited versions of such  financial statements.         Guarantor  shall  deliver  to  Lender  such  Guarantor  financial  statements  as  required  by  Section 8.02 of the Master Agreement.  Lender may require that Guarantor’s books and records be  audited, at Guarantor’s expense, by an independent certified public accountant selected by Lender  in order to produce or audit any statements, schedules, and reports of Guarantor or the Mortgaged  Property required by Section 8.02 of the Master Agreement, if               (1)   Guarantor fails to provide in a timely manner the statements, schedules, and        reports required by Section 8.02 of the Master Agreement and, thereafter, Guarantor fails        to  provide  such  statements,  schedules  and  reports  within  the  cure  period  provided  in        Section 14.01(c) of the Master Agreement; or               (2)   the  statements,  schedules,  and  reports  submitted  to  Lender  pursuant  to        Section 8.02 of the Master Agreement are not full, complete, and accurate in all material        respects  as  determined  by  Lender  and,  thereafter,  Guarantor  fails  to  provide  such   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 13  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      statements, schedules, and reports within the cure period provided in Section 14.01(c) of        the Master Agreement; or               (3)   an Event of Default has occurred and is continuing.         Notwithstanding  the  foregoing,  the  ability  of  Lender  to  require  the  delivery  of  audited  financial statements shall be limited to not more than once per Guarantor’s fiscal year so long as  no Event of Default has occurred during such fiscal year (or any event which, with the giving of  written notice or the passage of time, or both, would constitute an Event of Default has occurred  and is continuing).  Guarantor shall cooperate with Lender in order to satisfy the provisions of this  Section 18.  All related costs and expenses of Lender shall become immediately due and payable  by Guarantor within ten (10) Business Days after demand therefor.   19.   Further Assurances.         Guarantor acknowledges that  Lender (including its successors and  assigns) may sell or  transfer the Advances, or any interest in the Advances.         (a)   Guarantor shall, subject to Section 19(b) below:               (1)   comply with the reasonable requirements of Lender or any Investor of the        Advances or provide, or cause to be provided, to Lender or any Investor of the Advances        within ten (10) days of the request, at Borrower’s and Guarantor’s cost and expense, such        further documentation or information as  Lender  or  Investor may reasonably require, in        order to enable:                     (A)   Lender to sell the Advances to such Investor;                     (B)   Lender to obtain a refund of any commitment fee from any such              Investor; or                     (C)   any such Investor to further sell or securitize the Advances;               (2)   confirm that Guarantor is not in default under this Guaranty or in observing        any  of  the  covenants  or  agreements  contained  in  this  Guaranty  (or,  if  Guarantor  is  in        default, describing such default in reasonable detail); and              (3)   execute and deliver to Lender or any Investor such other documentation,        including  any  amendments,  corrections,  deletions  or  additions  to  this  Guaranty  as  is        reasonably required by Lender or such Investor.        (b)   Nothing in this Section 19 shall require Guarantor to do any further act that has the  effect of:               (1)   changing the essential economic terms of the Advances set forth in the Loan        Documents;    Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 14  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






            (2)   imposing  on  Borrower  or  Guarantor  greater  personal  liability  under  the        Loan Documents than as set forth in the Loan Documents; or               (3)   materially changing the rights and obligations of Borrower or Guarantor        under the Loan Documents.   20.   Successors and Assigns.         Lender may assign its rights under this Guaranty in whole or in part and, upon any such  assignment, all the terms and provisions of this Guaranty shall inure to the benefit of such assignee  to the extent so assigned.  Guarantor may not assign its rights, duties or obligations under this  Guaranty, in whole or in part, without Lender’s prior written consent and any such assignment  shall be deemed void ab initio.  The terms used to designate any of the parties herein shall be  deemed to include the heirs, legal representatives, successors and assigns of such parties.   21.   Final Agreement.         Guarantor  acknowledges  receipt  of  a  copy  of  each  of  the  Loan  Documents  and  this  Guaranty.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE  PARTIES  WITH  RESPECT  TO  THE  SUBJECT  MATTER  HEREOF  AND  MAY  NOT  BE  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT  ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN  THE PARTIES.  All prior or contemporaneous agreements, understandings, representations and  statements, oral or written, are merged into this Guaranty.  Neither this Guaranty nor any of its  provisions may be waived, modified, amended, discharged or terminated except by an agreement  in  writing  signed  by  the  party  against  which  the  enforcement  of  the  waiver,  modification,  amendment,  discharge  or  termination  is  sought,  and  then  only  to  the  extent  set  forth  in  that  agreement.   22.   Governing Law.         This Guaranty shall be governed by and construed in accordance with the substantive law  of the District of Columbia without regard to the application of choice of law principles that would  result in the application of the laws of another jurisdiction.  23.   Jurisdiction.         Guarantor agrees that any controversy arising under or in relation to this Guaranty shall be  litigated exclusively in the District of Columbia.  The state and federal courts and authorities with  jurisdiction in the District of Columbia shall have exclusive jurisdiction over all controversies  which shall arise under or in relation to this Guaranty or any other Loan Document with respect to  the subject matter hereof.  Guarantor irrevocably consents to service, jurisdiction and venue of  such courts for any such litigation and waives any other venue to which it might be entitled by  virtue of domicile, habitual residence or otherwise.   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 15  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






24.   Time is of the Essence.         Guarantor agrees that, with respect to each and every obligation and covenant contained in  this Guaranty, time is of the essence.   25.   No Reliance.         Guarantor acknowledges, represents and warrants that:         (a)   it  understands  the  nature  and  structure  of  the  transactions  contemplated  by  this  Guaranty and the other Loan Documents;         (b)   it is familiar with the provisions of all of the documents and instruments relating to  such transactions;         (c)   it understands the risks inherent in such transactions, including the risk of loss of  all or any part of the Mortgaged Property or of the assets of Guarantor;         (d)   it has had the opportunity to consult counsel; and         (e)   it has not relied on Lender for any guidance or expertise in analyzing the financial  or  other  consequences  of  the  transactions  contemplated  by  this  Guaranty  or  any  other  Loan  Document or otherwise relied on Lender in any manner in connection with interpreting, entering  into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters  contemplated hereby or thereby.   26.   Notices.         Guarantor agrees to notify Lender of any change in Guarantor’s address within ten (10)  Business Days after such change of address occurs.  All notices under this Guaranty shall be:        (a)   in writing and shall be               (1)   delivered, in person;               (2)   mailed, postage prepaid, either by registered or  certified delivery,  return        receipt requested;               (3)   sent by overnight courier; or               (4)   sent by electronic mail with originals to follow by overnight courier;         (b)   addressed  to  the  intended  recipient  at  the  notice  addresses  provided  under  the  signature block at the end of this Guaranty; and         (c)   deemed given on the earlier to occur of:    Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 16  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






            (1)   the date when the notice is received by the addressee; or               (2)   if the recipient refuses or rejects delivery, the date on which the notice is so        refused or rejected, as conclusively established by the records of the United States Postal        Service or such express courier service.   27.   Construction.         (a)   Any reference in this Guaranty to an “Exhibit” or “Schedule” or a “Section” or an  “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an  exhibit or schedule attached to this Guaranty or to a Section or Article of this Guaranty.         (b)   Any  reference  in  this  Guaranty  to  a  statute  or  regulation  shall  be  construed  as  referring to that statute or regulation as amended from time to time.         (c)   Use of the singular in this Guaranty includes the plural and use of the plural includes  the singular.         (d)   As used in this Guaranty, the term “including” means “including, but not limited  to” or “including, without limitation,” and is for example only, and not a limitation.         (e)   Whenever Guarantor’s knowledge is implicated in this Guaranty or the phrase “to  Guarantor’s knowledge” or a similar phrase is used in this Guaranty, Guarantor’s knowledge or  such phrase(s) shall be interpreted to mean to the best of Guarantor’s knowledge after reasonable  and diligent inquiry and investigation.         (f)   Unless  otherwise  provided  in  this  Guaranty,  if  Lender’s  approval,  designation,  determination,  selection,  estimate,  action  or  decision  is  required,  permitted  or  contemplated  hereunder, such approval, designation, determination, selection, estimate, action or decision shall  be made in Lender’s sole and absolute discretion.         (g)   All references in this Guaranty to a separate instrument or agreement shall include  such instrument or agreement as the same may be amended or supplemented from time to time  pursuant to the applicable provisions thereof.         (h)   “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.   28.   WAIVER OF JURY TRIAL.         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,            EACH OF  GUARANTOR AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH  RESPECT  TO  ANY  ISSUE  ARISING  OUT  OF  THIS  GUARANTY  OR  ANY  LOAN  DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR  AND  LENDER  THAT  IS  TRIABLE  OF  RIGHT  BY  A  JURY  AND  (B) WAIVES  ANY  RIGHT  TO  TRIAL  BY  JURY  WITH  RESPECT  TO  SUCH  ISSUE  TO  THE  EXTENT  THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 17  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






RIGHT  TO  TRIAL  BY  JURY  IS  SEPARATELY  GIVEN  BY  GUARANTOR  AND  LENDER,  KNOWINGLY  AND  VOLUNTARILY  WITH  THE  BENEFIT  OF  COMPETENT LEGAL COUNSEL.   29.   Schedules.         The schedules, if any, attached to this Guaranty are incorporated fully into this Guaranty  by this reference and each constitutes a substantive part of this Guaranty.   30.   Interpretation.           The  parties  hereto  acknowledge  that  each  party  and  their  respective  counsel  have  participated in the drafting and revision of this Guaranty.  Accordingly, the parties agree that any  rule of construction that disfavors the drafting party shall not apply in the interpretation of this  Guaranty or any amendment or supplement or exhibit hereto or thereto.        ATTACHED SCHEDULE.  The following Schedules are attached to this Guaranty:                         Schedule I    List of Borrower Entities                         Schedule II   Guarantor  Exceptions  to  Representations  and                                      Warranties Schedule                        [Remainder of Page Intentionally Blank]   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page 18  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






      IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal  (where applicable) or has caused this Guaranty to be signed and delivered under seal (where  applicable) by its duly authorized representative. Where applicable law so provides, Guarantor  intends that this Guaranty shall be deemed to be signed and delivered as a sealed instrument.                                GUARANTOR:                                STEADFAST APARTMENT REIT, INC.,                               a Maryland corporation                                By:   ---'c!_=--~--,,6-~ _:':'1---!--'-~--=---=---(SEAL)                               Name: _ E_ll_a_S_. _N_e..._y_la_nd__ l ____ ___                                Title:  President                                Address for Notices to Guarantor:                               c/o Steadfast Companies                               18100 Von Karman A venue, Suite 500                               Irvine, California 92612                               Attention - General Counsel                               Email: Gus.Bahn@SteadfastCo.com                               with a courtesy copy to Borrower's counsel: 1                               DeFrenza Lee LLP                               3200 Park Center Drive, Suite 1160                               Costa Mesa, California 92626                               Attention: Lynn Lee                               1 Lender shall endeavor to give Borrower's counsel a courtesy copy of                               any notice given to Borrower by Lender; provided, however, failure to                               provide such courtesy copy notice shall not affect the validity or                               sufficiency of any notice to Borrower, shall not affect Lender's rights                               and remedies hereunder or under any other Loan Document, nor subject                               Lender to any claim by or liability to Borrower.    Guaranty of Non-Recourse Obligations Form 6015.MCFA                    Page S-1  Fannie Mae                              06-16                  © 2016 Fannie Mae  STEADFAST (STAR)  2/PNC (2020 MCFA)  49053538-v:I 





 






                                SCHEDULE I                               List of Borrower Entities  (a)   SIR Hamburg, LLC, a Delaware limited liability company  (b)   Brice Grove Apartments, LLC, a Delaware limited liability company  (c)   SIR Mallard Crossing, LLC, a Delaware limited liability company  (d)   SIR Montclair Parc, LLC, a Delaware limited liability company  (e)   SIR Carrington Champion, LLC, a Delaware limited liability company  (f)   SIR Carrington Place, LLC, a Delaware limited liability company  (g)   SIR Waterford Riata, LLC, a Delaware limited liability company   Guaranty of Non-Recourse Obligations Form 6015.MCFA                      Page I-1  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4 





 






                                SCHEDULE II             Guarantor Exceptions to Representations and Warranties Schedule         (1)   Except for (i) property tax assessment appeals and (ii) residential actions in the        ordinary course of business, there are no claims, actions, suits, or proceedings at law or        in equity by or before any Governmental Authority now pending against or, to Guarantor’s        knowledge,  threatened  against  or  affecting  Guarantor  or  any  Mortgaged  Property  not        otherwise covered by insurance (except claims, actions, suits, or proceedings regarding        fair housing, anti-discrimination, or equal opportunity, which shall always be disclosed);        and         (2)   there are no claims, actions, suits, or proceedings at law or in equity by or before        any  Governmental  Authority  now  pending  or,  to  Guarantor’s  knowledge,  threatened        against  or  affecting  Guarantor  or  Key  Principal,  which  claims,  actions,  suits,  or        proceedings, if adversely determined (individually or in the aggregate) reasonably would        be expected to materially adversely affect the financial condition or business of Borrower,        Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged        Property  (except  claims,  actions,  suits,  or  proceedings  regarding  fair  housing,  anti-       discrimination, or equal opportunity, which shall always be deemed material).    Guaranty of Non-Recourse Obligations Form 6015.MCFA                  Schedule II-1  Fannie Mae                              06-16                    © 2016 Fannie Mae  STEADFAST (STAR) 2/PNC (2020 MCFA) 49053538-v4