EXHIBIT NO. 10.14
NON-RECOURSE
CARVEOUT GUARANTY
THIS NON-RECOURSE CARVEOUT GUARANTY (the "Guaranty") dated as of the 19th
day of March, 2003, is made by PRIME GROUP REALTY, L.P., a Delaware limited
partnership ("Guarantor"), having an address for notice hereunder of c/o Prime
Group Realty Trust, 00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
in favor of LNR EASTERN LENDING, LLC, a Georgia limited liability company (the
"Lender"), having an address for notice hereunder c/o LNR Property Corporation,
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000, and executed and
delivered in connection with that certain Mezzanine Loan Agreement of even date
herewith, among the Lender and Prime/Xxxxxxx Development Company, L.L.C, a
Delaware limited liability company (the "Borrower"), as 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 of even date herewith (as the same may be extended, renewed,
supplemented or further modified from time to time, the "Loan Agreement");
WHEREAS, subject to the terms and conditions of the Loan Agreement, the
Lender has agreed to make a loan to the Borrower in the maximum aggregate
principal amount of SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00)
(the "Loan");
WHEREAS, the Loan is secured by, among other things, that certain Pledge
Agreement of even date herewith (as the same may be extended, renewed,
supplemented or modified from time to time, the "Pledge Agreement") from the
Guarantor and the Borrower; and
WHEREAS, a condition to the funding of the Loan is the giving of a
guaranty in the form hereof by the Guarantor; and
WHEREAS, the Guarantor will benefit from the use of the proceeds of the
Loan by the Borrower for the purposes set forth in the Loan Documents (as
defined in the Loan Agreement).
NOW, THEREFORE, as an inducement for the Lender to make the Loan to the
Borrower and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Guarantor does hereby become
surety to the Lender, and otherwise unconditionally, absolutely and irrevocably
guarantees to the Lender and its successors and assigns, the due payment,
fulfillment and performance of the Guaranteed Obligations, as that term is
herein defined, as and when due. The Guarantor hereby irrevocably and
unconditionally covenants and agrees that it is liable for the Guaranteed
Obligations as primary obligor, this Guaranty being upon the following terms and
conditions:
1. Definitions. The capitalized terms used herein and defined in the Loan
Agreement shall have the same meanings as provided therefor in the Loan
Agreement, unless the context hereof otherwise requires.
The term "Guaranteed Obligations" means any one or more of the following:
(a) Any actual damages (which may include, without limitation, loss of
principal or interest and reasonable attorneys' fees and collection
costs) incurred or to be incurred by the Lender and arising directly
out of any of the following circumstances: (i) any fraud or material
misrepresentation committed by any Borrower Party or any of its
Affiliates; (ii) any physical waste by the Property Owner, the Borrower
or the Property Manager of any portion of the Mortgaged Property; (iii)
any misappropriation or misapplication of Rents, revenues, security
deposits, Insurance Proceeds or Condemnation Proceeds relating to the
Mortgaged Property in violation of the Loan Documents; (iv) any
distributions or other payments made by the Borrower after the
occurrence and during the continuance of an Event of Default (other
than intentional and material breaches of Section 6.1(n) of the Loan
Agreement, which are governed by Section 1(b) below, without
duplication of amounts payable under such Section 1(b)); (v) any
matters covered by the Environmental Indemnity (subject to the terms
and conditions thereof); (vi) any violation of the covenants set forth
in Section 6.1(w) of the Loan Agreement (subject to the cure periods
set forth in such section); (vii) any intentional and material breach
of the covenants set forth in Section 6.1(b) of the Loan Agreement
(with respect to mechanics' or materialmens' Liens only); or
(b) The entire principal amount of the Loan, together with all interest
thereon and all other amounts payable under the Loan Documents
(including, without limitation, the IRR Amount, the Make-Whole Amount,
the Exit Fee and the Breakage Fee) upon the occurrence of an Event of
Default with respect to any of the following: (i) any intentional and
material breach of any of the covenants set forth in Sections
6.1(b)(other than with respect to mechanics' or materialmen's Liens),
(ii) Section 6.1(g), Section 6.1(h) or Section 6.1(n) of the Loan
Agreement; or (iii) the filing of any (x) voluntary petition for
bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, by the Borrower,
the Property Owner or the Guarantor or (y) involuntary petition for
bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, against the
Borrower, the Property Owner or the Guarantor in which any of the
Borrower, the Property Owner or the Guarantor colludes, cooperates or
acquiesces.
2. Continuing Guaranty. This is an irrevocable, absolute, continuing guaranty
of payment and not a guaranty of collection. This Guaranty may not be
revoked by the Guarantor and shall continue to be effective with respect
to the Guaranteed Obligations arising or created after any attempted
revocation by the Guarantor. It is the intent of the Guarantor and the
Lender that the obligations and liabilities of the Guarantor hereunder are
absolute and unconditional under any and all circumstances and that until
the Guaranteed Obligations are fully and finally satisfied or there is no
continuing liability of the Borrower under the Loan Documents, such
obligations and liabilities shall not be discharged or released in whole
or in part, by any act or occurrence which might, but for the provisions
of this Guaranty, be deemed a legal or equitable discharge or release of
Guarantor.
3. Waiver. The Guarantor hereby assents to all terms and agreements
heretofore or hereafter made by the Borrower with the Lender, and, except
as such waiver may be expressly prohibited by law, waives notice of:
(a) Any loans or Advance made by the Lender to the Borrower under the Loan
Agreement;
(b) The present existence or future incurring of any indebtedness pursuant to
the Loan Agreement or any future modifications thereof or any terms or
amounts thereof or any Guaranteed Obligations or any terms or amounts
thereof;
(c) The obtaining or release of any guaranty or surety agreement (in addition
to this Guaranty), pledge, assignment, or other security for any of the
Loan or any Guaranteed Obligations; and
(d) Notice of protest, default, notice of intent to accelerate and notice of
acceleration in relation to any instrument relating to the Loan or any
Guaranteed Obligations.
4. Events and Circumstances Not Reducing or Discharging the Guarantor's
Obligations. To the extent permitted by applicable law, the Guarantor
hereby consents and agrees to each of the following, and agrees that the
Guarantor's obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the
following, and waives any rights which the Guarantor might have otherwise
as a result of or in connection with any of the following:
(a) Any and all extensions, modifications, adjustments, indulgences,
forbearances or compromises that might be granted or given by the Lender
to the Borrower or the Guarantor;
(b) The insolvency, bankruptcy, rearrangement, adjustment, composition,
liquidation, disability, dissolution or lack of power of the Borrower
or any other party at any time liable for the payment of all or part of
the Loan or any Guaranteed Obligations; or any dissolution,
consolidation or merger of the Borrower or the Guarantor (to the extent
not an individual), or any sale, lease or transfer of any or all of the
assets of the Borrower or the Guarantor, or any changes in the
ownership, members or partners of the Borrower or the Guarantor (to the
extent not an individual);
(c) The invalidity, illegality or unenforceability of all or any part of
the Loan or any Guaranteed Obligations, or any document or agreement
executed in connection with the Loan or any Guaranteed Obligations, for
any reason whatsoever, including without limitation the fact that the
Loan, or any part thereof exceeds the amount permitted by law, the act
of creating the Loan or any Guaranteed Obligations or any part thereof
is ultra xxxxx, the representatives executing the Note or other Loan
Documents or otherwise creating the Loan or any Guaranteed Obligations
acted in excess of their authority, the Loan violates applicable usury
laws, the Borrower has valid defenses, claims or offsets (whether at
law, in equity or by agreement) which render the Loan or any Guaranteed
Obligations wholly or partially uncollectible from the Borrower, the
creation, performance or repayment of the Loan or any Guaranteed
Obligations is illegal, uncollectible, legally impossible or
unenforceable, or any of the other Loan Documents pertaining to the
Loan or any Guaranteed Obligations are irregular or not genuine or
authentic;
(d) The taking or accepting of any other security, collateral or guaranty, or
other assurance of the payment, for all or any of the Loan or any
Guaranteed Obligations;
(e) Any release, surrender, exchange, subordination, deterioration, waste
(ordinary wear and tear excepted), loss or impairment by the Lender
(including, without limitation, negligent, willful, unreasonable or
unjustifiable impairment) of any collateral, property or security, at any
time existing in connection with, or assuring or securing payment of, all
or any part of the Loan or Guaranteed Obligations;
(f) The failure of the Lender or any other party to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale or
other handling or treatment of all or any part of such collateral,
property or security (excluding, however, any gross negligence or willful
misconduct by the Lender);
(g) The fact that any collateral, security, security interest or lien
contemplated or intended to be given, created or granted as security
for the repayment of the Loan or Guaranteed Obligations shall not be
properly perfected or created, or shall prove to be unenforceable, or
subordinate to any other security interest or lien (other than the
security interest or lien created by the Senior Loan Documents), it
being recognized and agreed by the Guarantor that the Guarantor is not
entering into this Guaranty in reliance on, or in contemplation of the
benefits of, the validity, enforceability, collectibility or value of
any of the collateral for the Loan or Guaranteed Obligations;
(h) Any payment by the Borrower to the Lender is held to constitute a
preference under bankruptcy laws, or for any reason the Lender is required
to refund such payment or pay such amounts to the Borrower or someone
else; or
(i) Any other action taken or omitted to be taken with respect to the Loan
Agreement, the Loan Documents, the Loan or Guaranteed Obligations, the
security and collateral therefor, whether or not such action or omission
prejudices the Guarantor or increases the likelihood that the Guarantor
will be required to pay the Guaranteed Obligations.
It is the unambiguous and unequivocal intention of the Guarantor that the
Guarantor shall be obligated to pay the Guaranteed Obligations when due,
notwithstanding any occurrence, circumstance, event, action or omission
whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described herein, except for the full and final payment and
satisfaction of all Guaranteed Obligations.
5. Payment by the Guarantor. If the Guaranteed Obligations, or any part
thereof, are not punctually paid or performed, as the case may be, the
Guarantor shall, immediately on written demand and without protest or
notice of protest, pay the amount due thereon to the Lender, at its
address set forth in Section 20 hereof or as otherwise designated by the
Lender. Such demand(s) may be made at any time coincident with or after
the time for payment or performance of all or part of the Guaranteed
Obligations. Such demand shall be deemed made and given in accordance with
Section 20 hereof. Except as may be required by applicable law, it shall
not be necessary for the Lender, in order to enforce such payment or
performance by the Guarantor, first to institute suit or exhaust its
remedies against the Borrower or others liable to pay or perform such
Guaranteed Obligations, or to enforce their rights against any security
which shall ever have been given to secure the Guaranteed Obligations.
Except to the extent required by applicable law, the Lender shall not be
required to mitigate damages or take any other action to reduce, collect
or enforce the Loan or Guaranteed Obligations. No set-off, counterclaim
(other than compulsory counterclaims), reduction, or diminution of any
obligations, or any defense of any kind or nature which the Guarantor has
or may hereafter have against the Borrower or the Lender shall be
available hereunder to the Guarantor.
6. Indebtedness or Other Obligations of the Guarantor. If the Guarantor is or
becomes liable for any indebtedness owed by the Borrower to the Lender by
endorsement or otherwise than under this Guaranty, such liability shall
not be in any manner impaired or affected by this Guaranty, and the rights
of the Lender hereunder shall be cumulative of any and all other rights
that the Lender may ever have against the Guarantor. The exercise by the
Lender of any right or remedy hereunder or under any other instrument or
at law or in equity shall not (except as required by applicable law)
preclude the concurrent or subsequent exercise of any other instrument or
remedy at law or in equity and shall not (except as required by applicable
law) preclude the concurrent or subsequent exercise of any other right or
remedy. Further, without in any way diminishing or limiting the generality
of the foregoing, it is specifically understood and agreed that this
Guaranty is given by the Guarantor as an additional guaranty to any and
all guarantees hereafter executed and delivered to the Lender by the
Guarantor in favor of the Lender relating to the indebtedness and
obligations of the Borrower to the Lender, and nothing herein shall ever
be deemed to replace or be in lieu of any other of such previous or
subsequent guarantees.
7. Application of Payments. If, at any time, there is any indebtedness or
obligations (or any portion thereof) of the Borrower to the Lender which
is not guaranteed by the Guarantor, the Lender, without in any manner
impairing its rights hereunder, may, at its option, apply all amounts
realized by the Lender from collateral or security held by the Lender
first to the payment of such unguaranteed indebtedness or obligations,
with the remaining amounts, if any, to then be applied to the payment of
the Guaranteed Obligations.
8. Payments Deemed Made by Borrower. Each payment of the Guaranteed
Obligations (when a payment is required as opposed to the performance of
some other action) shall be deemed to have been made by the Borrower.
9. Suits, Releases of Settlements with Others. The Guarantor agrees that the
Lender, in its sole discretion, may bring suit against any other guarantor
without impairing the rights of the Lender or its successors and assigns
against Guarantor or any other guarantor of the Guaranteed Obligations;
and the Lender may settle or compromise with such other guarantor for such
sum or sums as it may see fit and release such other guarantor from all
further liability to the Lender, all without impairing their rights
against the Guarantor.
10. Warranties and Representations. The Guarantor warrants and represents, as
of the date hereof as follows:
(a) Guarantor has received, or will receive, direct or indirect benefit from
the making of this Guaranty and the making of the Loan by the Lender;
(b) Guarantor is familiar with, and has independently reviewed the books and
records regarding, the financial condition of the Borrower and is familiar
with the value of any and all collateral intended to be created as
security for the payment of the Loan and Guaranteed Obligations; however,
Guarantor is not relying on such financial condition or the collateral as
an inducement to enter into this Guaranty;
(c) Neither the Lender nor any agent, representative or employee of the Lender
has made any representation, warranty or statement to Guarantor in order
to induce Guarantor to execute this Guaranty;
(d) As of the date hereof, and after giving effect to this Guaranty and the
contingent obligations evidenced hereby, Guarantor is, and will be,
solvent, and has and will have assets which, fairly valued, exceed his or
its obligations, liabilities and debts, and has and will have property and
assets sufficient to satisfy and repay his or its obligations and
liabilities;
(e) Neither the execution and delivery of this Guaranty nor the
consummation of the transactions herein contemplated, nor compliance
with the terms and provisions hereof, will to Guarantor's actual
Knowledge (following due inquiry and investigation) contravene any
provision of applicable law, statute, rule or regulation or any
judgment, decree, franchise, order or permit applicable to Guarantor or
will conflict or be inconsistent with, or will result in any breach of,
any of the terms, covenants, conditions or provisions of, or constitute
a default under, the terms of any indenture, mortgage, deed of trust,
agreement or other instrument to which Guarantor is a party or by which
Guarantor or any of its property may be bound;
(f) There are no outstanding or unpaid judgments against Guarantor and no
actions, suits or proceedings are pending which have not been
previously disclosed in writing to the Lender, or, to the best of
Guarantor's Knowledge, threatened against or affecting Guarantor before
any court or before any governmental or administrative body or agency
which is reasonably likely to result in any materially adverse change
in the operations, business, property or assets or in the condition
(financial or otherwise) of Guarantor; and
(g) The audited financial statements of Guarantor's managing general
partner including any related financial data and schedules, delivered
to the Lender, are all true and correct in all material respects and
present fairly (i) the financial position of Guarantor's managing
general partner as of the date of said financial statements and (ii)
the assets of Guarantor's managing general partner. Guarantor has no
material liabilities (contingent or otherwise) which are not disclosed
by or reserved against in the financial statement referred to above or
in the notes thereto. Further, Guarantor is not aware of any material
modifications which should be made to the financial statements in order
for them to be in conformity with generally accepted accounting
principles. There have been no materially adverse changes in the
properties or assets of, or in the financial condition of, Guarantor as
set forth in said balance sheets.
11. Covenants. The Guarantor covenants and agrees that, so long as the Loan
Agreement is in effect and until all indebtedness of the Borrower under
the Loan Agreement and under the Note is paid in full and so long as this
Guaranty is in effect and until all obligations of the Guarantor hereunder
are fulfilled and paid in full, unless compliance shall have been waived
in writing by the Lender, the Guarantor will:
(a) Promptly give written notice to the Lender of (i) any action,
proceeding or claim of which the Guarantor may have notice, which may
be commenced or asserted against the Guarantor or relate to this
Guaranty, to the extent not previously disclosed to the Lender and (ii)
any dispute which may exist between the Guarantor and any governmental
regulatory body, which in either case is reasonably likely to
materially and adversely affect the properties and assets of the
Guarantor.
(b) Duly pay and discharge (i) all taxes, assessments and governmental
charges or levies imposed upon or against the Guarantor or any of the
Guarantor's property or assets, or upon any property leased by the
Guarantor, prior to the date on which such failure which is reasonably
likely to result in a forfeiture of assets of the Guarantor, and (ii)
all lawful claims, whether for labor, materials, supplies, services or
anything else, which might or could, if unpaid, become a lien or charge
upon the property or assets of the Guarantor, unless and to the extent
only, with respect to any matter described in clause (i) or (ii), that
the validity thereof is being contested in good faith and by
appropriate proceedings.
(c) Promptly deliver to the Lender quarterly and annual financial statements
of the Guarantor and such further information regarding the business and
affairs and financial position of the Guarantor as the Lender may
reasonably request.
12. Subordination. If, for any reason the Borrower is now or hereafter becomes
indebted to the Guarantor (such indebtedness and all interest thereon
being referred to as the "Affiliated Debt"), in accordance with the terms
and provisions of the Loan Agreement, such Affiliated Debt shall, at all
times, be subordinate in all respects to the full payment and performance
of the Loan, and the Guarantor shall not be entitled to enforce or receive
payment thereof until all of the Loan has been fully paid. The Guarantor
agrees that any liens, mortgages, deeds of trust, security interests,
judgment liens, charges or other encumbrances upon the Borrower's assets
securing the payment of the Affiliated Debt shall be and remain
subordinate and inferior to any liens, security interests, judgment liens,
charges or other encumbrances upon the Borrower's assets securing the
payment of the Loan and Guaranteed Obligations, and without the prior
written consent of the Lender, the Guarantor shall not exercise or enforce
any creditor's rights of any nature against the Borrower to collect the
Affiliated Debt (other than demand payment therefor). In the event of the
receivership, bankruptcy, reorganization, arrangement, debtor's relief or
other insolvency proceedings involving the Borrower as a debtor, the
Lender shall have the right and authority, either in its own name or as
attorney-in-fact for the Guarantor, to file such proof of debt, claim,
petition or other documents and to take such other steps as are necessary
to prove its rights hereunder.
13. Subrogation. Notwithstanding anything else to the contrary contained
herein, the Guarantor does not hereby waive or release (expressly or
impliedly) any rights of subrogation, reimbursement or contribution which
it may have, after full and final payment of the Loan, and satisfaction of
the Guaranteed Obligations, against others liable on the Guaranteed
Obligations. The Guarantor's rights of subrogation and reimbursement are,
however, subordinate in all respects to the rights and claims of the
Lender, and the Guarantor may not exercise any rights it may acquire by
way of subrogation under this Guaranty, by payment made hereunder or
otherwise, until all of the Loan has been fully and finally paid. If any
amount shall be paid to the Guarantor on account of such subrogation
rights at any time when all of the Loan shall not have been paid in full,
such amount shall be held in trust for the benefit of the Lender to be
credited and applied on the Loan, whether matured or unmatured. If (i) the
Guarantor shall make payment to the Lender of all or any part of the Loan
or the Guaranteed Obligations, and (ii) all of the Loan shall be paid in
full and Guaranteed Obligations fully satisfied, the Lender will, at the
request and expense of the Guarantor, execute and deliver to the Guarantor
appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the
Guarantor of an interest in the Loan or Guaranteed Obligations resulting
from the payment thereof by the Guarantor and any security therefor.
14. Benefit. This Guaranty is for the benefit of the Lender and its successors
and assigns, and in the event of an assignment by Lender or its successors
and assigns, of the Loan, or any part thereof, the rights and benefits
hereunder, to the extent applicable to the indebtedness so assigned, may
be transferred with such indebtedness.
15. No Release if Preference, Refund, Etc. In the event any payment by the
Borrower to the Lender is held to constitute a preference under any
applicable bankruptcy laws, or if for any reason the Lender is required to
refund part or all of any payment or pay the amount thereof to any other
party, such repayment by the Lender to the Borrower shall not constitute a
release of the Guarantor from any liability hereunder, and the Guarantor
agrees to pay such amount to the Lender upon demand to the extent such
amount constitutes a Guaranteed Obligation.
16. Right of Set-Off. In addition to any other rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, upon
the Guarantor's failure to pay the Guaranteed Obligations, after demand by
the Lender, the Lender is hereby authorized at any time and from time to
time, without notice to the Guarantor or to any other person, to set off
and to appropriate and to apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by the Lender to or
for the credit or the account of the Guarantor against or on account of
the Guaranteed Obligations.
17. Notice of Default. Notwithstanding anything to the contrary herein stated,
the Lender agrees to endeavor to notify the Guarantor of the occurrence of
any Event of Default by the Borrower at the same time Lender sends notice
to the Borrower; provided, however, the failure to do so shall not reduce
or otherwise modify Guarantor's obligations and liabilities hereunder.
18. GOVERNING LAW. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.2 OF THE LOAN
AGREEMENT, THIS GUARANTY AND ALL RIGHTS, OBLIGATIONS AND LIABILITIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF FLORIDA.
19. Costs and Expenses. If the Guarantor should breach or fail to perform any
provision of this Guaranty, the Guarantor agrees to pay to the Lender all
reasonable out-of-pocket costs and expenses (including court costs and
reasonable attorneys' fees) incurred by the Lender in connection with the
enforcement hereof.
20. Notices. Any notice required to be given hereunder shall be in writing and
shall be given by either express air courier service or United States
mail, certified or registered mail, return receipt requested, postage
prepaid, addressed to the parties at the addresses set forth below, or at
such other address as may be specified in writing by either party hereto
to the other party hereto:
Lender:
LNR Eastern Lending, LLC
c/o LNR Property Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
with a copy to:
Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopier: (000) 000-0000
Guarantor:
Prime Group Realty, L.P.
c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
with a copy to:
Prime Group Realty, L.P.
c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000
A notice shall be deemed to have been given: in the case of hand delivery,
at the time of delivery; in the case of registered or certified mail, two (2)
Business Days after deposit in the mail; in the case of expedited overnight
prepaid delivery, upon the first attempted delivery on a Business Day; or in the
case of facsimile transmission, at the time of the confirmed receipt thereof.
21. Survival. Any guarantee of the Guaranteed Obligations related to and/or
connected with any environmental condition of the Property shall survive the
maturity and/or the payment in full of the Note, but only for so long as the
Environmental Indemnity survives.
22. Consent to Jurisdiction. Guarantor hereby irrevocably submits to the
jurisdiction of any State or Federal court sitting in Miami-Dade County,
Florida, over any action or proceeding arising out of or relating to this
Guaranty, and Guarantor hereby irrevocably waives, to the fullest extent
Guarantor may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding.
23. WAIVER OF JURY TRIAL. GUARANTOR AND THE LENDER MUTUALLY, EXPRESSLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY FOR ANY PROCEEDINGS ARISING
OUT OF OR IN CONNECTION WITH THIS GUARANTY IN THE INTEREST OF AVOIDING DELAY AND
EXPENSES ASSOCIATED WITH JURY TRIALS.
24. Recourse. The Lender acknowledges and agrees that Prime Group Realty Trust
has no liability (direct, indirect or otherwise) under or pursuant to this
Guaranty and that, accordingly, the exculpation granted to Borrower or any
member of Borrower from personal liability for payment of the Loan under the
exculpation provisions contained in any of the other Loan Documents shall hereby
be made applicable to PGRT.
(Balance of page intentionally left blank.)
IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Agreement.
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/ Xxxxx X. Xxxxxxxx
------------------------
Name:Xxxxx X. Xxxxxxxx
Title:Co-President
