Common use of Purpose of Letter of Credit Clause in Contracts

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(c). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section 1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 of the Credit Agreement, that the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true as of the date as of which they were made, are also true at and as of the date hereof, and will also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 of the Credit Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group Realty, L.P. By: Prime Group Realty Trust, Its general partner By: ------------------------------- ------------------------------- Its: ------------------------------- EXHIBIT F FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Credit Agreement, dated as of November 17, 1997 (as amended and in effect from time to time, the "Agreement"), among Prime Group Realty, L.P., a Delaware limited partnership (the "Borrower"), BankBoston, N.A., the other Lenders and BankBoston, N.A. as agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. (the "Assignor") and ------------------------------------------------------------ (the "Assignee") agree as follows: -------------------------------------------

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 (S)2.9 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 (S)9 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(c(S)2.9(c). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section 1.1 (S)1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 (S)11.1 of the Credit Agreement, that the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true as of the date as of which they were made, are also true at and as of the date hereof, and will also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 (S)11.1 of the Credit Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group Realty, L.P. By: Prime Group Realty Trust, Its general partner By: ------------------------------- ------------------------------- _______________________________ _______________________________ Its: ------------------------------- :_____________________________ EXHIBIT F --------- FORM OF ASSIGNMENT AND ACCEPTANCE Dated _____________ Reference is made to the Credit Agreement, dated as of November 17, 1997 (as amended and in effect from time to time, the "Agreement"), among Prime Group Realty, L.P., a Delaware limited partnership (the "Borrower"), Prime Group Realty Trust, a Maryland real estate investment trust (the "Company"), BankBoston, N.A., the other Lenders and BankBoston, N.A. as agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. _______________________________________________________________________________ (the "Assignor") and ------------------------------------------------------------ __________________________________________________________ (the "Assignee") agree as follows: -------------------------------------------:

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 ss.2.9 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 ss.9.1 through ss.9.7 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount outstanding balance of the Loans is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(css.2.9(c). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section 1.1 ss.1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 ss.11.1 of the Credit Agreement, that the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true in all material respects as of the date as of which they were made, are also true in all material respects at and as of the date hereof, and will also be true in all material respects at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 ss.11.1 of the Credit Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group RealtyKoger Equity, L.P. By: Prime Group Realty TrustInc. Xx:______________________________ SCHEDULE 1 Lenders; Domestic and Eurodollar Lending Offices -------------------------------------- ----------------------------------------- Fleet National Bank 100 Federal Street Boston, Its general partner By: ------------------------------- ------------------------------- Its: ------------------------------- EXHIBIT F FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Credit AgreementMA 02110 (Domestic and Eurodollar) -------------------------------------- ----------------------------------------- Wells Fargo Bank, dated as of November 17National Association Suite 100 2120 East Park Xxxxx El Segundo, 1997 CA 90245 (as amended Domestic and in effect from time to timeEurodollxx) -------------------------------------- ----------------------------------------- Compass Bank 15 South 20th Street Birmingham, the "Agreement"), among Prime Group Realty, L.P., a Delaware limited partnership AL 35233 (the "Borrower"), BankBoston, N.A., the other Lenders Domestic and BankBoston, N.A. as agent (the "Agent"Eurodollxx) for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. (the "Assignor") and ------------------------------------------------------------ (the "Assignee") agree as follows: --------------------------------------------------------------------------------- ----------------------------------------- -------------------------------------- -----------------------------------------

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 Section2.9 of the Credit Loan Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 Section9.1 through Section9.10 of the Credit Loan Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount outstanding balance of the Loans is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Loan Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(cSection2.9(c). All terms defined in the Credit Loan Agreement and used herein without definition shall have the meanings set forth in Section 1.1 Section1.1 of the Credit Loan Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 Section11.1 of the Credit Loan Agreement, that the representations and warranties contained in the Credit Loan Agreement and in each document and instrument delivered pursuant to or in connection therewith were true as of the date as of which they were made, are also true at and as of the date hereof, and will also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 Section11.1 of the Credit Loan Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group Realty, L.P. Liberty Property Limited Partnership By: Prime Group Realty Liberty Property Trust, Its general partner By: ------------------------------- ------------------------------- --------------------------------------- --------------------------------------- Its: ------------------------------- EXHIBIT F FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Credit Agreement, dated as of November 17, 1997 (as amended and in effect from time to time, the "Agreement"), among Prime Group Realty, L.P., a Delaware limited partnership (the "Borrower"), BankBoston, N.A., the other Lenders and BankBoston, N.A. as agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. (the "Assignor") and ------------------------------------------------------------ (the "Assignee") agree as follows: ----------------------------------------------------------------------------------

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section §2.9 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 §9.1 through §9.7 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount outstanding balance of the Loans is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form . Pursuant to §2.9(a) of Exhibit C to the Credit Agreement Agreement, the undersigned hereby further certifies that after giving effect to all Letters of even date herewith delivered Credit (i) the aggregate Credit Exposure of all the Lenders does not exceed the Maximum Credit Amount; (ii) the Credit Exposure of any Lender (excluding the Competitive Bid Loans owed to you simultaneously with this such Lender) does not exceed such Lender’s Commitment; and (iii) the outstanding amount of the Letter of Credit RequestObligations does not exceed the Letter of Credit Sublimit of $35,000,000. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(c§2.9(h) and §2.9(i). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section §1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section §11.1 of the Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true as of the date as of which they were made, are also true at and as of the date hereof, and will also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section §11.1 of the Credit Agreement, (ii) the Borrower has performed and complied with all terms and conditions required by §11.1 of the Credit Agreement to be performed by it on or prior to the issuance date of this Letter of Credit, (iii) and no Default or Event of Default has occurred and is continuing, or will occur as a result of the issuance of the Letter of Credit requested herein. Very truly yours, Prime Group Realty, L.P. Liberty Property Limited Partnership By: Prime Group Realty Liberty Property Trust, Its its general partner By: ------------------------------- ------------------------------- ItsName: ------------------------------- Title: [ATTACH LETTER OF CREDIT APPLICATION, IF APPLICABLE] [EXHIBIT F G] [RESERVED] EXHIBIT H FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made COMPETITIVE BID QUOTE REQUEST Liberty Property Limited Partnership 000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, XX 00000 [Date] Bank of America, N.A., as Agent Bank of America Plaza 000 Xxxx Xxxxxx XX0-000-00-00 Xxxxxx, Xxxxx 75202-3714 Attention: Xxxxx Xxxxxxx (Fax: (000) 000-0000) Ladies and Gentlemen: Re: Competitive Bid Quote Request under Third Amended and Restated Credit Agreement dated as of October [ ], 2011 Pursuant to §2.10 of the Third Amended and Restated Credit Agreement, dated as of November 17October [ ], 1997 2011 (as amended, supplemented, amended and in effect restated or otherwise modified from time to time, the "“Credit Agreement"”), among Prime Group Realty, L.P.LIBERTY PROPERTY LIMITED PARTNERSHIP, a Delaware Pennsylvania limited partnership (the "“Borrower"”), BankBostonLIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), and BANK OF AMERICA, N.A., the other Lenders and BankBoston, N.A. as administrative agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. Lenders (the "Assignor") and ------------------------------------------------------------ (“Agent”), we hereby request that the "Assignee") agree as follows: -------------------------------------------Agent obtain quotes for Competitive Bid Loans based upon the following:

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 ss.2.9 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 ss.9.1 through ss.9.8 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount outstanding balance of the Loans is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(css.2.9(c). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section 1.1 ss.1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 ss.11.1 of the Credit Agreement, that the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true as of the date as of which they were made, are also true at and as of the date hereof, and will also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 ss.11.1 of the Credit Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group Realty, L.P. Liberty Property Limited Partnership By: Prime Group Realty Liberty Property Trust, Its general partner By:_______________________________ _______________________________ Its:___________________________ Exhibit G --------- LETTER OF CREDIT APPLICATION FORM --------------------------------- Exhibit H --------- Competitive Bid Quote Request ----------------------------- Liberty Property Limited Partnership 00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx, XX 00000 [Date] Fleet National Bank, as Agent 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Ladies and Gentlemen: ------------------------------- ------------------------------- ItsRe: ------------------------------- EXHIBIT F FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Competitive Bid Quote Request under Credit Agreement, Agreement dated as of November 17January 16, 1997 (2003 ---------------------------------------------------------------- Pursuant to ss.2.10 of the Credit Agreement dated as amended and in effect from time to timeof January 16, 2003, among you, Borrower, the Co-Borrowers named therein, Liberty Property Trust, certain other Lenders and us (the "Credit Agreement"), among Prime Group Realty, L.P., a Delaware limited partnership (we hereby request that the "Borrower"), BankBoston, N.A., Agent obtain quotes for Competitive Bid Loans based upon the other Lenders and BankBoston, N.A. as agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. (the "Assignor") and ------------------------------------------------------------ (the "Assignee") agree as follows: -------------------------------------------following:

Purpose of Letter of Credit. This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in Section 2.9 ss.2.8 of the Credit Agreement. The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9 ss.9.1 through ss.9.6 of the Credit Agreement, and will remain in compliance with such covenants after the Outstanding Principal Amount outstanding balance of the Loans is adjusted to include the face amount of the requested Letter of Credit, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you simultaneously with this Letter of Credit Request. We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit [or extension or renewal thereof] and pay the issuance fee [or the renewal fee] and Letter of Credit fee as required by Section 2.9(css.2.8(c). All terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in Section 1.1 ss.1.1 of the Credit Agreement. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 ss.11.1 of the Credit Agreement, that the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith were true in all material respects as of the date as of which they were made, are also true in all material respects at and as of the date hereof, and will also be true in all material respects at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 ss.11.1 of the Credit Agreement, and no Default or Event of Default has occurred and is continuing. Very truly yours, Prime Group Realty, L.P. AMERIVEST PROPERTIES INC. By: Prime Group Realty Trust, Its general partner By: ------------------------------- ------------------------------- Its: ------------------------------- EXHIBIT :_______________________________ Exhibit F FORM OF ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the --------- Chateau Plaza Reserve Account Deposit Certificate under Revolving Credit Agreement, Agreement dated as of November 1712, 1997 (as amended and in effect from time to time, the "Agreement"), among Prime Group Realty, L.P.2002 The undersigned, a Delaware limited partnership Responsible Officer of AMERIVEST PROPERTIES INC. (the "Borrower"), BankBoston, N.A., hereby certifies on behalf of the other Lenders and BankBoston, N.A. as agent (Borrower that on or before _______________ the "Agent") for itself and the other Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms sum of $___________ was deposited in the AgreementChateau Plaza Reserve Account and that such amount was computed based on the following information which the undersigned certifies to be accurate in all material respects: -------------------------------------------------------------------------------------- ------------- Total rental and other revenue of Chateau Plaza for the month preceding the deposit $ -------------------------------------------------------------------------------------- ------------- Total operating expenses of Chateau Plaza for the month preceding the deposit1 $ -------------------------------------------------------------------------------------- ------------- One month's interest on $15,400,000 at the rate of ____% per annum2 $ -------------------------------------------------------------------------------------- ------------- Assumed contribution to Borrower's common stock dividend3 $45,125.00 -------------------------------------------------------------------------------------- ------------- Deposit Amount $ -------------------------------------------------------------------------------------- ------------- Date: AMERIVEST PROPERTIES INC. (the "Assignor") and ------------------------------------------------------------ (the "Assignee") agree as follows: -------------------------------------------By:_______________________________ _______________________________ Its:______________________________