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$44	Preview Full Doc	2003	Guaranty Agreement Guaranty Agreement (39K) Doc #113659: Click preview link for longer preview. GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "Guaranty") is executed as of December 6, 2002, by KOGER EQUITY, INC., a Florida corporation, having an address at 433 Plaza Real, Suite 335, Boca Raton, Florida 33432 (whether one or more collectively referred to as "Guarantor"), for the benefit of COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 ("Lender"). W I T N E S S E T H : WHEREAS, pursuant to that certain Promissory Note, dated of even date herewith, executed by KOGER POST OAK LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower"), and payable to the order of Lender in the original principal amount of Seventy Seven Million and No/100 Dollars ($77,000,000.00) (together with all renewals, modifications, increases and extensions thereof, the "Note"), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan ("Loan") which is secured by the lien and security interests of a certain deed of trust of even date herewith (the "Mortgage"), and is further evidenced by that certain Loan Agreement, of even date herewith between Borrower and Lender (as the same may hereinafter be amended, modified, restated, renewed or replaced the "Loan Agreement") and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and Mortgage, the "Loan Documents"); and WHEREAS, 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 WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, 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, 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 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 for the Guaranteed Obligations as a primary obligor. 113659	Koger Equity Koger Equity, Inc. ( Real Estate ) As referenced in this Guaranty Agreement: KOGER EQUITY, – TYPE}EX-10 {SEQUENCE}8 EXHIBIT 10(f) GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "Guaranty") is executed as of December 6, 2002, by KOGER EQUITY, INC., a Florida corporation, having an address at 433 Plaza Real, Suite 335, Boca Raton, Florida 33432 (whether one or more collectively _____________ Koger Equity, – such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows: Guarantor: ---------- Koger Equity, Inc. 433 Plaza Real, Suite 335 Boca Raton, Florida 33432 Attention: Tom Brockwell Facsimile No. (561) 394-7712 9 {PAGE} with a _____________ KOGER EQUITY, – payment has been due but not made at such time. 12 {PAGE} EXECUTED as of the day and year first above written. GUARANTOR: KOGER EQUITY, INC., a Florida corporation By: /S/ Thomas C. Brockwell ----------------------------------- Name: Thomas C. Brockwell Title: Vice President _____________ dt 110692 ; Column Financial Column Financial, Inc. ( Financial ) As referenced in this Guaranty Agreement: COLUMN FINANCIAL, – at 433 Plaza Real, Suite 335, Boca Raton, Florida 33432 (whether one or more collectively referred to as "Guarantor"), for the benefit of COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 ("Lender"). W I T N E S S E _____________ Column Financial, – to: White & Case LLP 200 South Biscayne Blvd., Suite 4900 Miami, Florida 33131 Attention: William Walker, Esq. Facsimile No. (305) 348-5744 Lender: Column Financial, Inc. 11 Madison Avenue New York, New York 10010 Attention: Edmund Taylor Facsimile No.: (212) 325-8106 with a copy to: Column _____________ Column Financial, – Column Financial, Inc. 11 Madison Avenue New York, New York 10010 Attention: Edmund Taylor Facsimile No.: (212) 325-8106 with a copy to: Column Financial, Inc. One Madison Avenue New York, New York 10010 Legal and Compliance Department Attention: Pamela McCormack Facsimile No. (917) 326-7805 with _____________ dt 126073 ;	Cadwalader Cadwalader, Wickersham & Taft ( Legal ) As referenced in this Guaranty Agreement: Cadwalader, – and Compliance Department Attention: Pamela McCormack Facsimile No. (917) 326-7805 with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, dt 34508 ; White & Case White & Case LLP ( Legal ) As referenced in this Guaranty Agreement: White & Case – 33432 Attention: Tom Brockwell Facsimile No. (561) 394-7712 9 {PAGE} with a copy to: White & Case LLP 200 South Biscayne Blvd., Suite 4900 Miami, Florida 33131 Attention: William Walker, Esq. Facsimile dt 32120
$34	Preview Full Doc	2003	Guaranty of Completion and Indemnity Guaranty of Completion and Indemnity (44K) Doc #115914: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}16 EXHIBIT NO. 10.11 GUARANTY OF COMPLETION AND INDEMNITY This GUARANTY OF COMPLETION AND INDEMNITY (this "Guaranty"), dated as of the 19th day of March, 2003, is made by PRIME GROUP REALTY, L.P., a Delaware limited partnership, having an address at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 ("Guarantor"), in favor of LNR EASTERN LENDING, LLC, a Georgia limited liability company (the "Lender") having an address c/o LNR Property Corporation, 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139. W I T N E S S E T H: WHEREAS, Prime/Beitler Development Company, L.L.C. ("Borrower") and the Lender have entered into that certain Mezzanine Loan Agreement, dated as of the date hereof, as same has been amended by that Omnibus First Modification to Mezzanine Loan Documents, that Omnibus Second Modification to Mezzanine Loan Documents and that Omnibus Third Modification to Mezzanine Loan Documents, all dated as of the date hereof (such agreement, as so amended and as same may hereafter be further amended, modified, supplemented or restated from time to time, is hereinafter referred to as the "Loan Agreement"; capitalized terms used but not otherwise defined in this Guaranty but defined in the Loan Agreement shall have the meanings set forth for such terms in the Loan Agreement); WHEREAS, pursuant to and in accordance with the Loan Agreement, Borrower has agreed to cause its subsidiary, Dearborn Center, L.L.C. (the "Property Owner"), to undertake and complete construction of the Base Building Improvements; WHEREAS, the Loan shall be secured by the Loan Documents; WHEREAS, it is a condition precedent to the execution of the Loan Documents that Guarantor shall have executed and delivered this Guaranty; and WHEREAS, Guarantor is a member of Borrower and shall derive substantial benefit from the completion of construction of the Base Building Improvements and from the making of the Loan to Borrower. NOW, THEREFORE, in consideration of Lender's execution of the Loan Agreement and in order to induce the Lender to make the Loan and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows: Section 1. Guarantied Obligations. Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lender that: (a) by the Outside Completion Date, Substantial Completion of the Base Building Improvements in accordance with the Plans and Specifications (as the same may be modified in accordance with the Loan Agreement), except for non-material deviations therefrom that do not adversely affect the use of the Improvements for their intended purpose, shall have occurred, subject to delays permitted by the Loan Agreement (i.e., delay caused by Force Majeure Events); (b) Final Completion of the Base Building Improvements shall be achieved within the time period required therefor in the Loan Agreement, subject to delays permitted by the Loan Agreement (i.e., delay caused by Force Majeure Events); (c) [Intentionally Deleted]; (d) the Base Building Improvements shall at all times be constructed in compliance in all material respects with all Laws and Regulations; (e) the Property shall, subject to Borrower's right to contest or cause the Property Owner to contest pursuant to Section 5.1(b)(ii) of the Loan Agreement, be free and clear of all liens, claims and demands of any and all persons, firms, corporations or other entities which furnish materials, labor or services in connection with the Work; and (f) all Construction Costs shall be funded when due (including, without limitation, any Shortfalls [as defined in the Senior Loan Agreement]) (all obligations under clauses (a) through (f) of this Section 1 and Section 3 hereof, collectively, the "Guarantied Obligations"). Section 2. [Intentionally Deleted] Section 3. Completion Costs Guaranty. Notwithstanding anything to the contrary herein, if following an Event of Default the Lender exercises its remedies under the Loan Documents and thereby succeeds to Borrower's ownership of the Property Owner, Guarantor shall, and does hereby, unconditionally guaranty to the Lender payment by Guarantor of an amount equal to the Completion Costs (as hereinafter defined). As used herein, the term "Completion Costs" means, without duplication of and except for any costs and amounts paid by Guarantor pursuant to that certain Guaranty of Completion and Indemnity by and between Guarantor and the Senior Lender, the excess, if any, of (a) all of the Lender's direct and indirect out-of-pocket costs incurred or to be incurred in connection with the lien-free completion of the Base Building Improvements in accordance in all material respects with the Plans and Specifications as required of the Borrower by the Loan Agreement and the Property Owner by the Senior Loan Agreement, including, without limitation, interest, fees, sewer and water charges, real estate taxes and Operating Expenses until Final Completion, but not including any such costs and expenses that are attributable to or result from the Lender's gross negligence, willful misconduct or bad faith, over (b) the undisbursed portion of the Loan and the Senior Loan available to Borrower and the Property Owner as of the date of the Lender's acceleration of the Loan following such Event of Default; provided, however, that Completion Costs shall in no event be greater than the costs actually spent to construct the lien-free completion of the Base Building Improvements. Guarantor agrees that, for the purpose of this Guaranty, the Lender's costs shall, at the Lender's sole option, be equal to 115914	Prime Group Prime Group Realty Trust ( Real Estate ) As referenced in this Guaranty of Completion and Indemnity: Prime Group Realty Trust – in a form reasonably acceptable to the Lender, and a copy of the audited annual Financial Statements of each of Guarantor and of Prime Group Realty Trust and its successors and assigns ("PGRT"). Such annual Financial Statements shall be accompanied by (i) an Officer's Certificate from PGRT certifying that _____________ Prime Group Realty Trust – 2500 Miami, Florida 33131 Attn.: Carey A. Stiss, Esq. Telecopier: (305) 351-2260 If to Guarantor: Prime Group Realty, L.P. c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Telecopier: (312) 917-0460 with a copy to: Prime _____________ Prime Group Realty Trust – 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Telecopier: (312) 917-0460 with a copy to: Prime Group Realty, L.P c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: General Counsel Telecopier: (312) 917-1684 A notice shall be deemed to _____________ Prime Group Realty Trust, – be duly executed and delivered as of the date first above written. GUARANTOR: PRIME GROUP REALTY, L.P., a Delaware limited partnership By: Prime Group Realty Trust, a Maryland real estate investment trust, its managing general partner By: /s/ Louis G. Conforti ---------------------- Name: Louis G. Conforti Title: Co-President { _____________ dt 110143
$40	Preview Full Doc	2003	Guaranty of Interest and Operating Costs Guaranty of Interest and Operating Costs (41K) Doc #115915: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}17 EXHIBIT NO. 10.12 GUARANTY OF INTEREST AND OPERATING COSTS This GUARANTY OF INTEREST AND OPERATING COSTS (this "Guaranty"), dated as of the 19th day of March, 2003, is made by PRIME GROUP REALTY, L.P., a Delaware limited partnership, having an address at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 ("Guarantor"), in favor of LNR EASTERN LENDING, LLC, a Georgia limited liability company (the "Lender"), having an address c/o LNR Property Corporation,1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139. W I T N E S S E T H: WHEREAS, Prime/Beitler Development Company, L.L.C. ("Borrower") and the Lender have entered into that certain Mezzanine Loan Agreement, dated as of the date hereof, as same has been amended by that Omnibus First Modification to Mezzanine Loan Documents, that Omnibus Second Modification to Mezzanine Loan Documents and that Omnibus Third Modification to Mezzanine Loan Documents, all dated as of the date hereof (such agreement, as amended and as same may hereafter be amended, modified, supplemented or restated from time to time, is hereinafter referred to as the "Loan Agreement"; capitalized terms used but not otherwise defined in this Guaranty but defined in the Loan Agreement shall have the meanings set forth for such terms in the Loan Agreement); WHEREAS, pursuant to and in accordance with the Loan Agreement, Borrower has agreed to cause its Subsidiary, Dearborn Center, L.L.C. (the "Property Owner"), to undertake and complete construction of the Improvements; WHEREAS, the Loan shall be secured by the Loan Documents; WHEREAS, it is a condition precedent to the making of the Advance that Guarantor shall have executed and delivered this Guaranty; and WHEREAS, Guarantor is a member of Borrower and shall derive substantial benefit from the construction and completion of the Improvements and from the making of the Loan to Borrower. NOW, THEREFORE, in consideration of Lender's execution of the Loan Agreement and in order to induce the Lender to make the Loan and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows: SECTION 1. Guarantied Obligations. Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lender the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lender harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant) [TO BE DELETED UPON REVIEW OF H & k ESTOPPEL]; (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount, IRR Amount, Exit Fee and Breakage Fee payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all interest accruing after maturity, acceleration or the realization upon any collateral, including, without limitation, interest that would otherwise be owed by Borrower under the Loan Documents but the payment of which is unenforceable or not allowable due to the existence or a bankruptcy, reorganization or similar proceeding involving Borrower or the Property Owner, at the rate or rates, including the applicable Default Rate, set forth in the Loan Agreement, and any late charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), without duplication of and except for any amounts paid by Guarantor pursuant to that certain Guaranty of Interest and Operating Costs by and between Guarantor and the Senior Lender, the "Guarantied Obligations"); provided, however, that Guarantor shall not be liable (but Borrower shall remain liable) for any (A) interest payable under the Loan Documents that first accrues (but without relieving Guarantor of its responsibility for any such interest theretofore accrued) after the earlier to occur of (1) the date of transfer to the Lender or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2) the date that is six (6) months after the transfer to the Lender or any Affiliate of the Lender of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided, however, that Guarantor's unsatisfied obligations under each of the other Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent provided in such other documents until satisfied) and (B) Operating Expenses for the Mortgaged Property that accrue after the earliest to occur of (1) the date of transfer to the Lender or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to the Lender or any Affiliate of the Lender of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that the Lender or any Affiliate of the Lender sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof. SECTION 2. Nature of Guaranty. Guarantor hereby reaffirms that this Guaranty is a guaranty of payment and not of collection, is continuing in nature and applies to all Guarantied Obligations, whether existing now or in the future, including Guarantied Obligations arising or accruing after the bankruptcy of Borrower, the Property Owner or any member of Borrower ("Loan Party") or any sale or other 115915	Prime Group Prime Group Realty Trust ( Real Estate ) As referenced in this Guaranty of Interest and Operating Costs: Prime Group Realty Trust – 120) days following the end of each calendar year, a copy of the audited annual Financial Statements of each of Guarantor and of Prime Group Realty Trust and its successors and assigns ("PGRT"). Such annual Financial Statements shall be accompanied by (i) an Officer's Certificate from PGRT certifying that _____________ Prime Group Realty Trust – Miami, Florida 33131-2336 Attention: Carey A. Stiss, Esq. Telecopier: (305) 351-2260 If to Guarantor: Prime Group Realty, L.P. c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Telecopier: (312) 917-0460 with a copy to: Prime _____________ Prime Group Realty Trust – 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Telecopier: (312) 917-0460 with a copy to: Prime Group Realty, L.P. c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: General Counsel Telecopier: (312) 917-1684 A notice shall be deemed to _____________ Prime Group Realty Trust, – be duly executed and delivered as of the date first above written. GUARANTOR: PRIME GROUP REALTY, L.P., a Delaware limited partnership By: Prime Group Realty Trust, a Maryland real estate investment trust, its managing general partner By: /s/ Louis G. Conforti ---------------------- Name: Louis G. Conforti Title: Co-President { _____________ dt 110144 ;	Holland & Knight Holland & Knight LLP ( Legal ) As referenced in this Guaranty of Interest and Operating Costs: Holland & Knight, – that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant) [TO BE DELETED UPON REVIEW OF H & k ESTOPPEL]; (iii) any dt 37342
$35	Preview Full Doc	2003	Guaranty Agreement [Cherry Hill] Guaranty Agreement [Cherry Hill] (13K) Doc #115926: Click preview link for longer preview. PREIT ASSOCIATES, L.P. GUARANTY AGREEMENT [CHERRY HILL] THIS GUARANTY AGREEMENT ("Guaranty") dated as of the 24th day of April, 2003, given by PREIT ASSOCIATES, L.P., a Delaware limited partnership with an address of c/o PREIT Rubin, Inc., 2005 Broad Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company of New Jersey, LLC (both of which are Affiliates of The Rouse Company, L.P.) have entered into an Agreement of Purchase and Sale dated March 7, 2003 (said Agreement of Purchase and Sale as it may be amended shall be referred to as the "Agreement of Sale") with PR Cherry Hill Limited Partnership, a Pennsylvania limited partnership (which, together with New Castle Associates, assignee from PR Cherry Hill Limited Partnership and any other assignee of buyer's rights under the Agreement of Sale, including any intermediary or exchange accommodation titleholder, is herein referred to as "Buyer") pursuant to which Seller will sell and Buyer will purchase one hundred percent (100%) of the membership interests of Cherry Hill Center, LLC, a Maryland limited liability company ("Owner Entity"), which owns certain Real Property known as the Cherry Hill Mall, and located in Cherry Hill, New Jersey. Any capitalized terms used in this Guaranty and not defined herein shall have the meaning set forth therefor in the Agreement of Sale. {PAGE} WHEREAS, Buyer is an Affiliate of Guarantor and it is to the financial benefit of Guarantor to give this Guaranty in order to induce Seller to enter into and consummate the Agreement of Sale and Buyer and Guarantor acknowledge Seller would not have entered into the Agreement of Sale without the execution and delivery to it of this Guaranty. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby; the Guarantor hereby irrevocably and unconditionally guarantees to Seller the full and prompt payment and performance of the Guaranteed Obligations (as defined below), this Guaranty being upon the following terms: 115926	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Guaranty Agreement [Cherry Hill]: Pennsylvania Real Estate Investment Trust, – SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND SELLER. GUARANTOR: --------- PREIT ASSOCIATES, L.P. By: Pennsylvania Real Estate Investment Trust, its general partner By: JEFFREY A. LINN ------------------------------------ Jeffrey A. Linn Executive Vice-President - 7 - _____________ dt 110028 ; Rouse Rouse Co. ( Real Estate ) As referenced in this Guaranty Agreement [Cherry Hill]: Rouse Co – Delaware limited partnership with an address of c/o PREIT Rubin, Inc., 2005 Broad Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Co mpany, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company _____________ Rouse Co – 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Co mpany of Nevada, LLC and The Rouse Company of New Jersey, LLC (both of which are Affiliates of The Rouse Company, L.P.) _____________ Rouse Co – The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Co mpany of New Jersey, LLC (both of which are Affiliates of The Rouse Company, L.P.) have entered into an Agreement of Purchase _____________ Rouse Co – Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company of New Jersey, LLC (both of which are Affiliates of The Rouse Co mpany, L.P.) have entered into an Agreement of Purchase and Sale dated March 7, 2003 (said Agreement of Purchase and Sale as _____________ dt 109405 ;	PREIT Associates, L.P.
$34	Preview Full Doc	2003	Guaranty Agreement [Gallery] Guaranty Agreement [Gallery] (15K) Doc #115927: Click preview link for longer preview. PREIT ASSOCIATES, L.P. GUARANTY AGREEMENT [GALLERY] THIS GUARANTY AGREEMENT ("Guaranty") dated as of the 24th day of April, 2003, given by PREIT ASSOCIATES, L.P., a Delaware limited partnership with an address of c/o PREIT Rubin, Inc., 2005 Broad Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to Gallery at Market East, LLC, a Delaware limited liability company and its Affiliates including The Rouse Company, L.P. with an address c/o The Rouse Company, 10275 Little Patuxent Parkway, Columbia, Maryland 21044 (collectively, "Seller"). WHEREAS, Seller has entered into an Agreement of Purchase and Sale dated March 7, 2003 (said Agreement of Purchase and Sale as it may be amended shall be referred to as the "Agreement of Sale") with PR Gallery I Limited Partnership, a Pennsylvania limited partnership (which, together with any assignee of buyer's rights under the Agreement of Sale, including any intermediary or exchange accommodation titleholder, is herein referred to as "Buyer") pursuant to which Seller will sell and Buyer will purchase certain Real Property known as the Gallery at Market East, and located in Philadelphia, PA. Any capitalized terms used in this Guaranty and not defined herein shall have the meaning set forth therefor in the Agreement of Sale. WHEREAS, Buyer is an Affiliate of Guarantor and it is to the financial benefit of Guarantor to give this Guaranty in order to induce Seller to enter into and consummate the Agreement of Sale and Buyer and Guarantor acknowledge Seller would not have entered into the Agreement of Sale without the execution and delivery to it of this Guaranty. {PAGE} NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Guarantor hereby irrevocably and unconditionally guarantees to Seller the full and prompt payment and performance of the Guaranteed Obligations (as defined below), this Guaranty being upon the following terms: 1. The term "Guaranteed Obligations" as used herein means: (a) all of the obligations and liabilities (including, without limitation, representations, warranties, covenants and indemnities) of Buyer pursuant to the Agreement of Sale which survive Closing pursuant to the Agreement of Sale, (b) all obligations and liabilities with respect to the Ground Leases as set forth in the Agreement of Sale) specifically including all liabilities of the Tenant assumed by Buyer pursuant to the Assignment of Lease (Food Court Lease a/k/a Gimbel Building), the Assignment of Lease (Gallery I), the Assignment of Leases, all of even date herewith between Seller and Gallery Title, LLC, and that certain letter agreement from PR Gallery I Limited Partnership of even date herewith regarding Gallery at Market East assignments, (c) all obligations and liabilities of Buyer (arising out of or caused by, directly or indirectly, any act or omission of the Buyer or its Affiliates occurring at any time after the Closing Date) contained in any Ancillary Agreement (other than those described in (b) above) executed by Buyer pursuant to the Agreement of Sale, including any obligations contained in any side letter, amendment, or other closing document relating to the Agreement of Sale, (d) all costs (including, without limitation, all attorney's fees and expenses) to which Seller is entitled under the Agreement of Sale in connection with the enforcement and/or collection of the obligations and liabilities referred to in (a), (b) and (c), and (e) all costs (including, without limitation, all attorney's fees and expenses) incurred by Seller in connection with enforcing this Guaranty against Guarantor. For the 115927	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Guaranty Agreement [Gallery]: Pennsylvania Real Estate Investment Trust, – SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND SELLER. GUARANTOR: PREIT ASSOCIATES, L.P. By: Pennsylvania Real Estate Investment Trust, its general partner BY: JEFFREY A. LINN ------------------------------------ Jeffrey A. Linn Executive Vice-President - 8 - _____________ dt 110029 ; Rouse Rouse Co. ( Real Estate ) As referenced in this Guaranty Agreement [Gallery]: Rouse Co – Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to Gallery at Market East, LLC, a Delaware limited liability company and its Affiliates including The Rouse Co mpany, L.P. with an address c/o The Rouse Company, 10275 Little Patuxent Parkway, Columbia, Maryland 21044 (collectively, "Seller"). WHEREAS, Seller has _____________ Rouse Co – Market East, LLC, a Delaware limited liability company and its Affiliates including The Rouse Company, L.P. with an address c/o The Rouse Co mpany, 10275 Little Patuxent Parkway, Columbia, Maryland 21044 (collectively, "Seller"). WHEREAS, Seller has entered into an Agreement of Purchase and Sale dated March _____________ Rouse Co – transfer taxes relating to the assignment of the Ground Leases which are governed by the Transfer Tax Indemnification Agreement between Guarantor and The Rouse Co mpany, L.P.). 2. This instrument is an absolute, continuing, irrevocable, and unconditional guaranty of payment and performance, and not a guaranty of _____________ dt 109406 ;	PREIT Associates, L.P.
$33	Preview Full Doc	2003	Guaranty Agreement [Moorestown] Guaranty Agreement [Moorestown] (13K) Doc #115928: Click preview link for longer preview. PREIT ASSOCIATES, L.P. GUARANTY AGREEMENT [MOORESTOWN] THIS GUARANTY AGREEMENT ("Guaranty") dated as of the 24th day of April, 2003, given by PREIT ASSOCIATES, L.P., a Delaware limited partnership with an address of c/o PREIT Rubin, Inc., 2005 Broad Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company of New Jersey, LLC, (both of which are Affiliates of The Rouse Company, L.P.) have entered into an Agreement of Purchase and Sale dated March 7, 2003 (said Agreement of Purchase and Sale as it may be amended shall be referred to as the "Agreement of Sale") with PR Moorestown Limited Partnership, a Pennsylvania limited partnership (which, together with any assignee of buyer's rights under the Agreement of Sale, including any intermediary or exchange accommodation titleholder, is herein referred to as "Buyer") pursuant to which Seller will sell and Buyer will purchase one hundred percent (100%) of the membership interests of Rouse-Moorestown, LLC, a Maryland limited liability company ("Owner Entity"), which owns certain Real Property known as the Moorestown Mall, and located in Moorestown, New Jersey. Any capitalized terms used in this Guaranty and not defined herein shall have the meaning set forth therefor in the Agreement of Sale. WHEREAS, Buyer is an Affiliate of Guarantor and it is to the financial benefit of Guarantor to give this Guaranty in order to induce Seller to enter into and consummate the Agreement of Sale and Buyer and Guarantor acknowledge {PAGE} Seller would not have entered into the Agreement of Sale without the execution and delivery to it of this Guaranty. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Guarantor hereby irrevocably and unconditionally guarantees to Seller the full and prompt payment and performance of the Guaranteed Obligations (as defined below), this Guaranty being upon the following terms: 115928	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Guaranty Agreement [Moorestown]: Pennsylvania Real Estate Investment Trust, – SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND SELLER. GUARANTOR: PREIT ASSOCIATES, L.P. By: Pennsylvania Real Estate Investment Trust, its general partner BY: JEFFREY A. LINN ------------------------------------------ Jeffrey A. Linn Executive Vice-President - 7 - _____________ dt 110030 ; Rouse Rouse Co. ( Real Estate ) As referenced in this Guaranty Agreement [Moorestown]: Rouse Co – Delaware limited partnership with an address of c/o PREIT Rubin, Inc., 2005 Broad Street, 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Co mpany, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company _____________ Rouse Co – 3rd Floor, Philadelphia, PA 19102 ("Guarantor") to The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Co mpany of Nevada, LLC and The Rouse Company of New Jersey, LLC, (both of which are Affiliates of The Rouse Company, L.P.) _____________ Rouse Co – The Rouse Company, L.P., a Delaware limited partnership and its Affiliates (collectively, "Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Co mpany of New Jersey, LLC, (both of which are Affiliates of The Rouse Company, L.P.) have entered into an Agreement of Purchase _____________ Rouse Co – Seller"). WHEREAS, The Rouse Company of Nevada, LLC and The Rouse Company of New Jersey, LLC, (both of which are Affiliates of The Rouse Co mpany, L.P.) have entered into an Agreement of Purchase and Sale dated March 7, 2003 (said Agreement of Purchase and Sale as _____________ dt 109407 ;	PREIT Associates, L.P.
$40	Preview Full Doc	2003	Guaranty Guaranty (41K) Doc #115938: Click preview link for longer preview. GUARANTY THIS GUARANTY dated as of April 23, 2003 executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a "Guarantor" and collectively, the "Guarantors") in favor of (a) Wells Fargo Bank, National Association, in its capacity as Agent (the "Agent") for the Lenders under that certain Credit Agreement dated as of April 23, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among PREIT Associates, L.P. (the "Borrower"), Pennsylvania Real Estate Investment Trust (the "Parent"), the financial institutions party thereto and their assignees under Section 11.5.(d) thereof and the Agent and (b) the Lenders. WHEREAS, pursuant to the Credit Agreement, the Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth therein; WHEREAS, the Parent is the sole general partner of the Borrower; WHEREAS, each other Guarantor is a Subsidiary or Approved Joint Venture of the Borrower or the Parent; WHEREAS, the Borrower, each Guarantor and the other Loan Parties, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Agent and the Lenders through their collective efforts; WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each such Guarantor is willing to guarantee certain of the Borrower's obligations to the Agent and the Lenders on the terms and conditions contained herein; and WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the extension of financial accommodations under the Credit Agreement, that the Guarantors execute and deliver this Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows: Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the "Guarantied Obligations"): (a) all indebtedness and obligations owing by the Borrower to any Lender or the Agent under or in connection with the Credit Agreement and any other Loan Document to which the Borrower is a party, including without limitation, the repayment of all principal of the Loans and the payment of all interest, fees, charges, reasonable attorneys fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys' fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder and (d) all other Obligations. 115938	PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Guaranty: Pennsylvania Real Estate Investment Trust – as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among PREIT Associates, L.P. (the "Borrower"), Pennsylvania Real Estate Investment Trust (the "Parent"), the financial institutions party thereto and their assignees under Section 11.5.(d) thereof and the Agent and (b) the _____________ Pennsylvania Real Estate Investment Trust, – Warrington LLC, sole general partner By: PREIT Associates, L.P., sole member PR FLORENCE LLC By: PREIT Associates, L.P., sole member By: Pennsylvania Real Estate Investment Trust, sole general partner By: /s/ Jonathan B. Weller -------------------------- Name: Jonathan B. Weller ------------------------ Title: President & Chief Operating ------------------------ Officer [Signatures Continued on Next Page] - _____________ Pennsylvania Real Estate Investment Trust, – LLC, sole general partner By: PRIET Associates, L.P., sole member PR NEW CASTLE LLC By: PREIT Associates, L.P., sole member By: Pennsylvania Real Estate Investment Trust, sole general partner By: /s/ Jonathan B. Weller -------------------------- Name: Jonathan B. Weller ------------------------ Title: President & Chief Operating ------------------------ Officer [Signatures Continued on Next Page] - _____________ Pennsylvania Real Estate Investment Trust, – David Bryant ------------------------- Title: Senior Vice President ------------------------ JACKSONVILLE ASSOCIATES By: PR South Blanding LLC, general partner By: PREIT Associates, L.P., sole member By: Pennsylvania Real Estate Investment Trust, sole general partner By: /s/ Jonathan B. Weller -------------------------- Name: Jonathan B. Weller ------------------------ Title: President & Chief Operating ------------------------ Officer By: PREIT Associates, L.P., _____________ Pennsylvania Real Estate Investment Trust, – partner By: /s/ Jonathan B. Weller -------------------------- Name: Jonathan B. Weller ------------------------ Title: President & Chief Operating ------------------------ Officer By: PREIT Associates, L.P., general partner By: Pennsylvania Real Estate Investment Trust, sole general partner By: /s/ Jonathan B. Weller -------------------------- Name: Jonathan B. Weller ------------------------ Title: President & Chief Operating ------------------------ Officer Address for Notices for all _____________ dt 110036 ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Guaranty: Wells Fargo Bank, Na – Annex I hereto (all of the undersigned, together with such other Persons each a "Guarantor" and collectively, the "Guarantors") in favor of (a) Wells Fargo Bank, Na tional Association, in its capacity as Agent (the "Agent") for the Lenders under that certain Credit Agreement dated as of April 23, 2003 ( _____________ WELLS FARGO BANK, NA – AGREEMENT THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by ______________________, a _____________ (the "New Guarantor") in favor of (a) WELLS FARGO BANK, NA TIONAL ASSOCIATION, in its capacity as Agent (the "Agent") for the Lenders under that certain Credit Agreement dated as of April 23, 2003 ( _____________ WELLS FARGO BANK, NA – above. [NEW GUARANTOR] By: ________________________________ Name: ______________________________ Title: _____________________________ (CORPORATE SEAL) Address for Notices: ___________________________ ___________________________ Attention: _____________ Telecopier: ____________ Telephone: _____________ Accepted: WELLS FARGO BANK, NA TIONAL ASSOCIATION, as Agent By: ____________________________ Name: __________________________ Title: _________________________ -1- _____________ dt 114599
$41	Preview Full Doc	2003	Guaranty Guaranty (37K) Doc #119154: Click preview link for longer preview. GUARANTY This GUARANTY (this "Guaranty") is executed as of March 10, 2003 by PRIME GROUP REALTY, L.P. ("Guarantor"), for the benefit of LEHMAN BROTHERS BANK FSB, a federal stock savings bank, as payee, having an address at Brandywine Building, 1000 West Street, Suite 200, Wilmington, Delaware 19801 ("Lender"). W I T N E S S E T H: WHEREAS, pursuant to that certain Promissory Note, dated of even date herewith, executed by 330 N. WABASH AVENUE, L.L.C., a Delaware limited liability company ("Borrower") and payable to the order of Lender in the original principal amount of ONE HUNDRED NINETY FIVE MILLION AND NO/100 DOLLARS ($195,000,000.00) (together with all renewals, modifications, increases and extensions thereof, the "Note"), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the "Loan") which is made pursuant to that certain Loan Agreement, dated of even date herewith, between Borrower and Lender (the "Loan Agreement"); WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment to Lender of the Guaranteed Obligations (as herein defined); and WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, 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 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 the payment 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 for the Guaranteed Obligations as a primary obligor. 1.2 Definition of Guaranteed Obligations. As used herein, the term "Guaranteed Obligations" means the prompt and unconditional payment by Borrower of the Post-Possession Re-Leasing Escrow Deposit pursuant to and in accordance with Section 5.1.23 of the Loan Agreement. 119154	Prime Group Prime Group Realty Trust ( Real Estate ) As referenced in this Guaranty: Prime Group Realty Trust – 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, Esq. Facsimile No. (212) 504-6666 If to Guarantor: c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Facsimile No. (312) 917-1597 With a copy to: _____________ Prime Group Realty Trust – West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: Louis G. Conforti Facsimile No. (312) 917-1597 With a copy to: c/o Prime Group Realty Trust 77 West Wacker Drive, Suite 3900 Chicago, Illinois 60601 Attention: James F. Hoffman Facsimile No. (312) 917-1684 5.3 Governing Law; Submission _____________ Prime Group Realty Trust, – FURTHER TEXT ON THIS PAGE] {PAGE} EXECUTED as of the day and year first above written. GUARANTOR: PRIME GROUP REALTY, L.P. By: Prime Group Realty Trust, its managing general partner By:/s/ Louis G. Conforti --------------------- Name: Louis G. Conforti Title: Office of the President _____________ dt 110147 ; Lehman Brothers Lehman Brothers Bank ( Financial ) As referenced in this Guaranty: LEHMAN BROTHERS BANK – GUARANTY This GUARANTY (this "Guaranty") is executed as of March 10, 2003 by PRIME GROUP REALTY, L.P. ("Guarantor"), for the benefit of LEHMAN BROTHERS BANK FSB, a federal stock savings bank, as payee, having an address at Brandywine Building, 1000 West Street, Suite 200, Wilmington, Delaware 19801 ("Lender"). _____________ Lehman Brothers Bank – case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Lender: Lehman Brothers Bank FSB 399 Park Avenue New York, New York 10022 Attention: Scott Weiner Facsimile No.: (646) 758-4872 with copies to: Lehman Brothers Bank _____________ Lehman Brothers Bank – Lehman Brothers Bank FSB 399 Park Avenue New York, New York 10022 Attention: Scott Weiner Facsimile No.: (646) 758-4872 with copies to: Lehman Brothers Bank FSB 745 Seventh Avenue New York, New York 10019 Attention: Gary Taylor Facsimile No.: (646) 758-2256 and Cadwalader, Wickersham & Taft 100 Maiden _____________ dt 112783 ;	Cadwalader Cadwalader, Wickersham & Taft ( Legal ) As referenced in this Guaranty: Cadwalader, – Avenue New York, New York 10019 Attention: Gary Taylor Facsimile No.: (646) 758-2256 and Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Fredric L. Altschuler, dt 34511
$35	Preview Full Doc	2001	Guaranty of Lease for the Nissan Property Guaranty of Lease for the Nissan Property (8K) Doc #120513: Click preview link for longer preview. GUARANTY OF LEASE FOR THE NISSAN PROPERTY {PAGE} GUARANTY OF LEASE THIS GUARANTY OF LEASE ("Guaranty") is made as of this 19/TH/ day of September, 2001 by NISSAN NORTH AMERICA, INC., a California corporation ("Guarantor"), to and for the benefit of WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Landlord"). W I T N E S S E T H: For value received and in order to induce Landlord to execute that certain lease ("Lease") dated September 19, 2001 by and between Landlord and Nissan Motor Acceptance Corporation, a California corporation, as tenant ("Tenant"), Guarantor hereby agrees to the following: 1. Guarantor unconditionally guarantees the payment when due of all payment obligations (including, but not limited to, payment of rent) imposed upon Tenant under the terms of the Lease, when and as the same shall become due thereunder, and the payment of all costs and expenses incurred by Landlord arising out of or in connection with Tenant's failure to fulfill non-monetary obligations imposed upon Tenant under the terms of the Lease.. This Guaranty is a guaranty of payment (not of collection). 2. Guarantor agrees that Landlord shall not be first required to enforce against Tenant or any other person any obligation guaranteed hereby before seeking enforcement thereof against Guarantor. Suit may be brought and maintained against Guarantor by Landlord to enforce any obligation guaranteed hereby without joinder of Tenant or any other person. Guarantor's liability hereunder shall not be affected by any termination of the Lease. 3. This Guaranty shall be enforceable against Guarantor without the necessity of any suit or proceeding on Landlord's part of any kind or nature whatsoever against Tenant and without the necessity of any notice of non- payment, non-performance or non-observance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled other than as provided herein, all of which Guarantor hereby expressly waives. 4. Except for the exercise of the options to extend the term of the Lease set forth in Paragraph 4 of the Lease, the liability of the Guarantor under this Guaranty shall not be increased, extended or otherwise adversely affected by any amendment, modification, waiver or any change in the Lease that is made without the written consent of the Guarantor and which would have the effect of increasing or extending the obligations of Tenant or otherwise changing such obligations in a way that would be adverse to Tenant or the Guarantor. 5. The liability of Guarantor hereunder is absolute and unconditional and shall in no way be affected by (a) the release or discharge of Tenant in any creditors, receivership, bankruptcy, or other proceedings; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's liability under the Lease, resulting from the operation of any present or future provisions of the United States Bankruptcy Code or other statute or from the decision in any court; (c) the {PAGE} 120513	Wells Operating Wells Operating Partnership, LP ( Miscellany ) As referenced in this Guaranty of Lease for the Nissan Property: WELLS OPERATING PARTNERSHIP, – of this 19/TH/ day of September, 2001 by NISSAN NORTH AMERICA, INC., a California corporation ("Guarantor"), to and for the benefit of WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Landlord"). W I T N E S S E T H: For value received and in _____________ dt 120347 ;	Wells REIT Wells Real Estate Investment Trust Inc. ( Real Estate ) As referenced in this Guaranty of Lease for the Nissan Property: WELLS REAL ESTATE INVESTMENT TRUST INC – WELLS REAL ESTATE INVESTMENT TRUST INC _____________ dt 1849102
$38	Preview Full Doc	2001	Exceptions to Non-Recourse Guaranty Exceptions to Non-Recourse Guaranty (26K) Doc #122333: Click preview link for longer preview. EXCEPTIONS TO NON-RECOURSE GUARANTY This EXCEPTIONS TO NON-RECOURSE GUARANTY (this "Guaranty") is entered into as of December 15, 2000, by HUB REALTY COLLEGE PARK I, LLC, a Maryland limited liability company (the "Guarantor"), for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, the "Lender"). RECITALS A. Cedars LA LLC, Herald Square LLC and Indiana Avenue LLC, each, a Delaware limited liability company, and Bridgepoint Property Trust, Lakewood Property Trust and 1600 Market Street Property Trust, each, a Maryland real estate investment trust (each, a "Borrower" and collectively, the "Borrowers") have requested and Lender has agreed to make a loan in the principal amount of $260,000,000 (the "Loan"), pursuant to a Loan and Security Agreement, dated of even date herewith (as amended, modified or restated, the "Loan Agreement"), among the Borrowers and Lender which Loan will be evidenced by a Promissory Note, dated of even date herewith (as amended, modified, renewed or restated, and any replacement notes therefor, collectively, the "Note"), from the Borrowers to Lender and secured by, among other things, certain Mortgages/Deeds of Trust, Assignments of Leases and Rents, Security Agreements and Fixture Filings, dated of even date herewith (as amended, modified, restated, spread or consolidated, collectively, the "Instruments"), covering the respective properties more particularly described in the Instruments (the "Properties"). As used herein, the term "Loan Documents" shall mean the Note, the Instruments, and any other documents or instruments given by the Borrowers or others and accepted by Lender for the purposes of evidencing, securing, or guaranteeing the Loan, each as amended or modified from time to time. Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Loan Agreement. B. Guarantor will derive substantial benefits from Lender's making the Loan to Borrowers. C. As a condition to making the Loan to the Borrowers, Lender requires that Guarantor execute this Guaranty. NOW, THEREFORE, in order to induce Lender to make the Loan to the Borrowers, and in consideration thereof, Guarantor agrees as follows: 1. As used herein, the term "Indebtedness" shall mean all obligations evidenced by the Note or secured by the Instruments. 2. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at maturity or earlier, by reason of 122333	HRPT Properties HRPT Properties Trust ( Real Estate ) As referenced in this Exceptions to Non-Recourse Guaranty: HRPT Properties Trust, – in the amount of $10,000,000 evidenced by a demand 5 {PAGE} note of even principal amount (the "HRPT Demand Note") from HRPT Properties Trust, a Maryland real estate investment trust (together with its successors and assigns, "HRPT"), to Guarantor. In the event that Guarantor's net _____________ dt 110508 ;	ML Mortgage Merrill Lynch Mortgage Lending, Inc. ( Financial ) As referenced in this Exceptions to Non-Recourse Guaranty: MERRILL LYNCH MORTGAGE LENDING, – as of December 15, 2000, by HUB REALTY COLLEGE PARK I, LLC, a Maryland limited liability company (the "Guarantor"), for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, the "Lender"). RECITALS A. Cedars LA LLC, Herald Square LLC and Indiana _____________ dt 161426
$36	Preview Full Doc	2001	Exceptions to Non-Recourse Guaranty Exceptions to Non-Recourse Guaranty (25K) Doc #122335: Click preview link for longer preview. EXCEPTIONS TO NON-RECOURSE GUARANTY This EXCEPTIONS TO NON-RECOURSE GUARANTY (this "Guaranty") is entered into as of December 15, 2000, by HUB REALTY COLLEGE PARK I, LLC, a Maryland limited liability company (the "Guarantor"), for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, the "Lender"). RECITALS A. Franklin Plaza Property Trust, a Maryland real estate investment trust (the "Borrower") has requested and Lender has agreed to make a loan in the principal amount of $44,000,000 (the "Loan"), pursuant to a Loan and Security Agreement, dated of even date herewith (as amended, modified or restated, the "Loan Agreement"), between Borrower and Lender which Loan will be evidenced by a Promissory Note, dated of even date herewith (as amended, modified, renewed or restated, and any replacement notes therefor, collectively, the "Note"), from Borrower to Lender and secured by, among other things, a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated of even date herewith (as amended, modified, restated, spread or consolidated, the "Instrument"), encumbering certain real property located at One Franklin Plaza, Philadelphia, Pennsylvania, as more particularly described in the Instrument (the "Property"). As used herein, the term "Loan Documents" shall mean the Note, the Instrument, and any other documents or instruments given by Borrower or others and accepted by Lender for the purposes of evidencing, securing, or guaranteeing the Loan, each as amended or modified from time to time. Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Loan Agreement. B. Guarantor will derive substantial benefits from Lender's making the Loan to Borrower. C. As a condition to making the Loan to Borrower, Lender requires that Guarantor execute this Guaranty. NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, and in consideration thereof, Guarantor agrees as follows: 1. As used herein, the term "Indebtedness" shall mean all obligations evidenced by the Note or secured by the Instrument. 2. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, and the full and prompt performance when due, of all of the following (collectively, the "Guaranteed Obligations"): 122335	Franklin Plaza Franklin Plaza Property Trust ( Miscellany ) As referenced in this Exceptions to Non-Recourse Guaranty: Franklin Plaza Property Trust, – Guarantor"), for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, the "Lender"). RECITALS A. Franklin Plaza Property Trust, a Maryland real estate investment trust (the "Borrower") has requested and Lender has agreed to make a loan in the principal amount _____________ dt 190765 ; HRPT Properties HRPT Properties Trust ( Real Estate ) As referenced in this Exceptions to Non-Recourse Guaranty: HRPT Properties Trust, – additional capital in the amount of $10,000,000 evidenced by a demand note of even principal amount (the "HRPT Demand Note") from HRPT Properties Trust, a Maryland real estate investment trust (together with its successors and assigns, "HRPT"), to 5 {PAGE} Guarantor. In the event that Guarantor' _____________ dt 110509 ;