Common use of Guarantor’s Financial Condition Clause in Contracts

Guarantor’s Financial Condition. The most recent financial statement of Guarantor heretofore delivered to Lender are true and correct in all material respects, have been prepared and certified by an independent certified public accountant in accordance with generally accepted accounting principles and fairly present the financial condition of Guarantor as of the date thereof. No material adverse change has occurred in Guarantor’s financial condition since the date of such financial statements. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed Guarantor’s obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay Guarantor’s obligations and liabilities. In addition, (a) the Guaranteed Obligations incurred by Guarantor in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan) are not made or incurred with the intent to hinder, delay, or defraud any present or future creditor of Guarantor; (b) Guarantor has not received less than reasonably equivalent value in exchange for incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (c) Guarantor is solvent as of the date hereof, and Guarantor will not become insolvent as a result of incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (d) Guarantor is not engaged, and Guarantor is not about to engage, in business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and does not intend to incur, and Guarantor does not believe that it will incur, debts that would be beyond Guarantor’s ability to pay as such debts mature; and (f) Guarantor is not incurring such Guaranteed Obligations (or any other obligations incurred by Guarantor in connection with the Loan) to or for the benefit of an insider (as defined in 11 U.S.C. § 101(31)), under an employment contract and other than in the ordinary course of business.

Guarantor’s Financial Condition. The most recent financial statement of Guarantor heretofore delivered to Lender are true and correct in all material respects, have been prepared and certified by an independent certified public accountant in accordance with generally accepted accounting principles and fairly present the financial condition of Guarantor as of the date thereof. No material adverse change has occurred in Guarantor’s financial condition since the date of such financial statements. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed Guarantor’s its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay Guarantor’s its obligations and liabilities. In additionNotwithstanding the foregoing, (a) Guarantor shall at all times while the Guaranteed Obligations incurred Amended and Restated Tax Indemnity Agreement between Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by Guarantor in connection with the Loan (First Amendment to Amended and any other obligations incurred by Guarantor in connection with the Loan) are not made or incurred with the intent to hinder, delay, or defraud any present or future creditor of Guarantor; (b) Guarantor has not received less than reasonably equivalent value in exchange for incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (c) Guarantor is solvent Restated Tax Indemnity Agreement dated as of the even date hereof, is in effect and the obligations of Guarantor will therein remain outstanding, maintain a minimum net worth of no less than $50,000,000.00 (as reasonably determined by Lender) (the “Minimum Net Worth”). Guarantor shall furnish to Lender, on or before forty-five (45) days after the end of each calendar quarter and on or before ninety (90) days after the end of each calendar year, quarterly or annual, as applicable, current financial statements detailing the assets and liabilities of Guarantor. All such financial statements shall be (i) accompanied by a certificate executed by the general partner of Guarantor stating that such statements represent fairly the financial condition of Guarantor and (ii) audited by a “Big Five” accounting firm or other independent certified public accountant acceptable to Lender or, in the event the financial statements of Prime Group Realty Trust (“Trust”), a Maryland Trust, the general partner of Guarantor, include the requisite financial information of Guarantor, the financial statements of Trust shall be so audited and provided to Lender in lieu of audited financial statements of Guarantor. Lender acknowledges that the accounting firm of Xxxxx Xxxxxxxx LLP is an accounting firm acceptable to Lender. Lender’s determination of Guarantor’s net worth shall include as an add back for accumulated depreciation on consolidated and unconsolidated properties and joint ventures and properties held for sale. Notwithstanding anything herein to the contrary, in the event Guarantor fails at any time to maintain the Minimum Net Worth, such failure shall not become insolvent as a result constitute an Event of incurring the Guaranteed Obligations in connection with Default AMENDED AND RESTATED GUARANTY - Page 8 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers under this Guaranty or the Loan (and any other obligations incurred by Guarantor Documents. Any such failure shall, however, result in connection with the Loan); (d) Guarantor is not engaged, and Guarantor is not about to engage, in business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and does not intend to incur, and Guarantor does not believe that it will incur, debts that would be beyond Guarantor’s ability to pay as such debts mature; and (f) Guarantor is not incurring such Guaranteed Obligations (or any other obligations incurred by Guarantor in connection with the Loan) to or for the benefit of an insider Cash Restriction Condition (as defined in 11 U.S.C. § 101(31)the Cash Management Agreement constituting a part of the Loan Documents), under an employment contract and other than in subject to the ordinary course terms of businessthe Cash Management Agreement constituting a part of the Loan Documents.

Guarantor’s Financial Condition. The most recent financial statement of Guarantor heretofore delivered to Lender are true and correct in all material respects, have been prepared and certified by an independent certified public accountant in accordance with generally accepted accounting principles and fairly present the financial condition of Guarantor as of the date thereof. No material adverse change has occurred in Guarantor’s 's financial condition since the date of such financial statements. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed Guarantor’s 's obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay Guarantor’s 's obligations and liabilities. In addition, (a) the Guaranteed Obligations incurred by Guarantor in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan) are not made or incurred with the intent to hinder, delay, or defraud any present or future creditor of Guarantor; (b) Guarantor has not received less than reasonably equivalent value in exchange for incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (c) Guarantor is solvent as of the date hereof, and Guarantor will not become insolvent as a result of incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (d) Guarantor is not engaged, and Guarantor is not about to engage, in business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and does not intend to incur, and Guarantor does not believe that it will incur, debts that would be beyond Guarantor’s 's ability to pay as such debts mature; and (f) Guarantor is not incurring such the Guaranteed Obligations (or any other obligations incurred by Guarantor in connection with the Loan) to or for the benefit of an insider (as defined in 11 U.S.C. § 101(31)), under an employment contract and other than in the ordinary course of business.

Guarantor’s Financial Condition. The most recent financial statement of Guarantor heretofore delivered to Lender are true and correct in all material respects, have been prepared and certified by an independent certified public accountant in accordance with generally accepted accounting principles and fairly present the financial condition of Guarantor as of the date thereof. No material adverse change has occurred in Guarantor’s financial condition since the date of such financial statements. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed Guarantor’s its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay Guarantor’s its obligations and liabilities. In additionNotwithstanding the foregoing, (a) Guarantor shall at all times while the Guaranteed Obligations incurred Amended and Restated Tax Indemnity Agreement between Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by Guarantor in connection with the Loan (First Amendment to Amended and any other obligations incurred by Guarantor in connection with the Loan) are not made or incurred with the intent to hinder, delay, or defraud any present or future creditor of Guarantor; (b) Guarantor has not received less than reasonably equivalent value in exchange for incurring the Guaranteed Obligations in connection with the Loan (and any other obligations incurred by Guarantor in connection with the Loan); (c) Guarantor is solvent Restated Tax Indemnity Agreement dated as of the even date hereof, is in effect and the obligations of Guarantor will therein remain outstanding, maintain a minimum net worth of no less than $50,000,000.00 (as reasonably determined by Lender) (the "Minimum Net Worth"). Guarantor shall furnish to Lender, on or before forty-five (45) days after the end of each calendar quarter and on or before ninety (90) days after the end of each calendar year, quarterly or annual, as applicable, current financial statements detailing the assets and liabilities of Guarantor. All such financial statements shall be (i) accompanied by a certificate executed by the general partner of Guarantor stating that such statements represent fairly the financial condition of Guarantor and (ii) audited by a "Big Five" accounting firm or other independent certified public accountant acceptable to Lender or, in the event the financial statements of Prime Group Realty Trust ("Trust"), a Maryland Trust, the general partner of Guarantor, include the requisite financial information of Guarantor, the financial statements of Trust shall be so audited and provided to Lender in lieu of audited financial statements of Guarantor. Lender acknowledges that the accounting firm of Xxxxx Xxxxxxxx LLP is an accounting firm acceptable to Lender. Lender's determination of Guarantor's net worth shall include as an add back for accumulated depreciation on consolidated and unconsolidated properties and joint ventures and properties held for sale. Notwithstanding anything herein to the contrary, in the event Guarantor fails at any time to maintain the Minimum Net Worth, such failure shall not become insolvent as a result constitute an Event of incurring the Guaranteed Obligations in connection with Default under this Guaranty or the Loan (and any other obligations incurred by Guarantor Documents. Any such failure shall, however, result in connection with the Loan); (d) Guarantor is not engaged, and Guarantor is not about to engage, in business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and does not intend to incur, and Guarantor does not believe that it will incur, debts that would be beyond Guarantor’s ability to pay as such debts mature; and (f) Guarantor is not incurring such Guaranteed Obligations (or any other obligations incurred by Guarantor in connection with the Loan) to or for the benefit of an insider Cash Restriction Condition (as defined in 11 U.S.C. § 101(31)the Cash Management Agreement constituting a part of the Loan Documents), under an employment contract and other than in subject to the ordinary course terms of businessthe Cash Management Agreement constituting a part of the Loan Documents.