Common use of Guarantor’s Financial Condition Clause in Contracts

Guarantor’s Financial Condition. 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 its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities. Notwithstanding the foregoing, Guarantor shall at all times while the Amended and Restated Tax Indemnity Agreement between Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by the First Amendment to Amended and Restated Tax Indemnity Agreement dated as of even date hereof, is in effect and the obligations of Guarantor 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 constitute an Event of Default AMENDED AND RESTATED GUARANTY - Page 8 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers under this Guaranty or the Loan Documents. Any such failure shall, however, result in a Cash Restriction Condition (as defined in the Cash Management Agreement constituting a part of the Loan Documents), subject to the terms of the 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 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 its Guarantor’s obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its Guarantor’s obligations and liabilities. Notwithstanding In addition, (a) the foregoingGuaranteed 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 shall at all times while has not received less than reasonably equivalent value in exchange for incurring the Amended Guaranteed Obligations in connection with the Loan (and Restated Tax Indemnity Agreement between any other obligations incurred by Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by in connection with the First Amendment to Amended and Restated Tax Indemnity Agreement dated Loan); (c) Guarantor is solvent as of even 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 effect business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and the obligations of does not intend to incur, and Guarantor therein remain outstandingdoes not believe that it will incur, maintain a minimum net worth of no less than $50,000,000.00 (debts that would be beyond Guarantor’s ability to pay 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 debts mature; and (iif) audited Guarantor is not incurring such Guaranteed Obligations (or any other obligations incurred by a “Big Five” accounting firm Guarantor in connection with the Loan) to or other independent certified public accountant acceptable to Lender or, in for the event the financial statements benefit 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 constitute an Event of Default AMENDED AND RESTATED GUARANTY - Page 8 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers under this Guaranty or the Loan Documents. Any such failure shall, however, result in a Cash Restriction Condition insider (as defined in the Cash Management Agreement constituting a part of the Loan Documents11 U.S.C. § 101(31)), subject to under an employment contract and other than in the terms ordinary course of the Cash Management Agreement constituting a part of the Loan Documentsbusiness.

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 its Guarantor's obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its Guarantor's obligations and liabilities. Notwithstanding In addition, (a) the foregoingGuaranteed 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 shall at all times while has not received less than reasonably equivalent value in exchange for incurring the Amended Guaranteed Obligations in connection with the Loan (and Restated Tax Indemnity Agreement between any other obligations incurred by Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by in connection with the First Amendment to Amended and Restated Tax Indemnity Agreement dated Loan); (c) Guarantor is solvent as of even 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 effect business or a transaction for which any property remaining with Guarantor is an unreasonably small capital; (e) Guarantor has not and the obligations of does not intend to incur, and Guarantor therein remain outstandingdoes not believe that it will incur, maintain a minimum net worth of no less than $50,000,000.00 (debts that would be beyond Guarantor's ability to pay 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 debts mature; and (iif) audited Guarantor is not incurring the Guaranteed Obligations (or any other obligations incurred by a “Big Five” accounting firm Guarantor in connection with the Loan) to or other independent certified public accountant acceptable to Lender or, in for the event the financial statements benefit 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 constitute an Event of Default AMENDED AND RESTATED GUARANTY - Page 8 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers under this Guaranty or the Loan Documents. Any such failure shall, however, result in a Cash Restriction Condition insider (as defined in the Cash Management Agreement constituting a part of the Loan Documents11 U.S.C. § 101(31)), subject to under an employment contract and other than in the terms ordinary course of the Cash Management Agreement constituting a part of the Loan Documentsbusiness.

Guarantor’s Financial Condition. 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 its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities. Notwithstanding the foregoing, Guarantor shall at all times while the Amended and Restated Tax Indemnity Agreement between Guarantor and Xxxxxxx X. Xxxxx dated January 10, 2006, as amended by the First Amendment to Amended and Restated Tax Indemnity Agreement dated as of even date hereof, is in effect and the obligations of Guarantor 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 's determination of Guarantor’s '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 constitute an Event of Default AMENDED AND RESTATED GUARANTY - Page 8 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers under this Guaranty or the Loan Documents. Any such failure shall, however, result in a Cash Restriction Condition (as defined in the Cash Management Agreement constituting a part of the Loan Documents), subject to the terms of the Cash Management Agreement constituting a part of the Loan Documents.