PARTIAL RECOURSE GUARANTY (Prentice Hall Space and New Cingular Wireless Space)

 
Exhibit
10.2

Loan
Nos. 706 108 235 - 000 000 000
and 706
108 265 - 706 108 271

Dated as
of January 15, 2010

PARTIAL RECOURSE
GUARANTY
(Prentice Hall Space and New
Cingular Wireless Space)

FOR VALUE RECEIVED, the
receipt and sufficiency of which is hereby acknowledged, and in accordance with
the terms provided below, the undersigned, XXXX-XXXX REALTY, L.P., a
Delaware limited partnership (whether one or more, hereinafter together called
“Guarantor” in the
singular), absolutely and unconditionally guarantees and agrees to pay to THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation (“Prudential”), and VPCM, LLC, a Virginia limited
liability company (“VPCM”) (collectively hereinafter called “Lender”) at the address
designated in the Note (as hereinafter defined) for payment thereof or as such
address may be changed as provided in the Note or the Instrument, the Recourse
Guaranteed Amount (defined below) of the Obligations (defined below) of XXXX—CALI REALTY, L.P., a
Delaware limited partnership, XXXX-XXXX F PROPERTIES L.P., a
New Jersey limited partnership, and XXXX-XXXX CHESTNUT RIDGE
L.L.C., a New
Jersey limited liability company (hereinafter collectively called “Borrower”), under the Note
(defined below) and other Documents (defined below), and absolutely and
unconditionally covenants and agrees with Lender pursuant to the terms of this
Partial Recourse Guaranty (hereinafter called “Guaranty”), as
follows:

1.           As
used in this Guaranty, the term (i) “Documents” shall have the same
meaning as set forth in the Instrument (defined below), and including, but not
limited to, that certain Amended and Restated Loan Agreement dated of even date
herewith (the “Loan
Agreement”) by and among, inter alia, Lender and Borrower relating to
seven (7) cross-collateralized and cross-defaulted loans in the aggregate
principal amount of $150,000,000.00; (ii) “Obligations” shall have the
same meaning as set forth in the Instrument; (iii) “Note” shall mean the Notes as
defined in the Loan Agreement; (iv) “Instrument” shall mean the
Mortgages as defined in the Loan Agreement; (v) “Property” shall mean the
Properties as defined in the Loan Agreement; (vi) “Loan” shall have the same
meaning as set forth in the Loan Agreement; and (vii) “Costs” shall have the same
meaning as set forth in the Instrument.  Capitalized terms used herein
and not defined herein shall have the meaning ascribed to such terms in the
Instrument.  The following terms shall have the meanings set forth
below with respect to the applicable leases and spaces and the special terms of
this Guaranty:

“Applicable Principal
Liability” with respect to the Loan shall be equal to the aggregate of
the Applicable Prentice Hall Principal Liability and the Applicable New Cingular
Wireless Principal Liability (as such terms are defined below).

“Applicable Prentice Hall Principal
Liability” with respect to the Loan shall be equal to the following
amounts upon the occurrence of the conditions indicated:

            (A)

            as
      of the Closing of the Loan, and until the occurrence of any condition in
      clauses (B) and (C) below and subject to clauses (C) and (D) below, the
      Applicable Prentice Hall Principal Liability shall be $0.00 (because as of
      the Closing of the Loan it is assumed by Borrower and Guarantor that
      Prentice Hall shall keep the Prentice Hall Lease in full force and effect
      and exercise the Prentice Hall Renewal on or before the Prentice Hall
      Renewal Deadline, and the terms of the Loan are expressly underwritten on
      such assumption and in consideration and reliance on the agreement by
      Borrower and Guarantor that they shall immediately incur the recourse
      liability set forth herein in the event that such event shall fail to
      occur);

            (B)

            from
      and after either (1) Prentice Hall advises Borrower or Lender that
      Prentice Hall will not be exercising the Prentice Hall Renewal, or
      (2) any relinquishment, termination, cancellation or other waiver of,
      or any failure of conditions precedent under the Prentice Hall Lease
      applicable to the right to exercise the Prentice Hall Renewal, or
      (3) any amendment, modification, termination or cancellation of the
      Prentice Hall Lease occurs prior to Xxxxxxxx Xxxx’x exercise of the
      Prentice Hall Renewal and Xxxxxxxx’s delivery of the Prentice Hall Renewal
      Documents to Lender to evidence such renewal (unless such is made or
      occurs with the prior written consent of Lender, which written consent
      specifically references this clause of this Guaranty and that the consent
      to the lease action does not trigger the liability under this clause), the
      Applicable Prentice Hall Principal Liability shall be $42,000,000;
      provided, however, that if a relinquishment, termination, amendment,
      modification or cancellation of the Prentice Hall Lease or other waiver of
      or any failure of conditions precedent under the Prentice Hall Lease
      applicable to the right to exercise the Prentice Hall Renewal as set forth
      in this subparagraph (B) that occurs by virtue of Prentice Hall rejecting
      the Prentice Hall Lease prior to the Prentice Hall Renewal Deadline after
      Prentice Hall files a petition in bankruptcy, then, notwithstanding any
      prior Applicable Prentice Hall Principal Liability arising under
      subclauses (1), (2) or (3) of this subparagraph (B), then the Applicable
      Prentice Hall Principal Liability shall be
  $0.00;

            (C)

            assuming
      none of the events listed in subparagraph (B) above has theretofore
      occurred, and Prentice Hall has not previously exercised the Prentice Hall
      Renewal or Borrower has not delivered of the Prentice Hall Renewal
      Documents to Lender to evidence such renewal, then from and after
      April 30, 2013 (the Prentice Hall Renewal Deadline), the Applicable
      Prentice Hall Principal Liability shall be $42,000,000, unless and until
      Prentice Hall has exercised the Prentice Hall Renewal and Borrower has
      delivered the Prentice Hall Renewal Documents to Lender to evidence such
      renewal; and except that if Prentice Hall has exercised the Prentice Hall
      Renewal and Xxxxxxxx has delivered the Prentice Hall Renewal Documents to
      Lender to evidence such renewal, all in accordance with the Prentice Hall
      Replacement Lease Requirements, with the sole exception being that the
      rental rate under the Prentice Hall Renewal is less than $12.00 per square
      foot on an annual basis on a Triple Net Rent Basis, but greater than $9.00
      per square foot on an annual basis on a Triple Net Rent Basis, then from
      and after such Prentice Hall Renewal the Applicable Prentice Hall
      Principal Liability shall be
$21,000,000;

in each
case above, the Applicable Prentice Hall Principal Liability shall be without
reduction on account of amortization and/or prepayment of the Loan, but in the
event that Prentice Hall does not renew its lease, the Applicable Prentice Hall
Principal Liability shall be subject to reduction if and to the extent the
conditions set forth in Paragraph 26 hereof are satisfied as set forth
therein.

“Applicable New Cingular Wireless
Principal Liability” with respect to the Loan shall be equal to the
following amounts upon the occurrence of the conditions indicated:
 
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            (A)

            as
      of the Closing of the Loan, and until the occurrence of any condition in
      clauses (B) and (C) below and subject to clauses (C) and (D) below, the
      Applicable New Cingular Wireless Principal Liability shall be $0.00
      (because as of the Closing of the Loan it is assumed by Borrower and
      Guarantor that New Cingular Wireless shall keep the New Cingular Wireless
      Lease in full force and effect and exercise the New Cingular Wireless
      Renewal on or before the New Cingular Wireless Renewal Deadline, and the
      terms of the Loan are expressly underwritten on such assumption and in
      consideration and reliance on the agreement by Borrower and Guarantor that
      they shall immediately incur the recourse liability set forth herein in
      the event that such event shall fail to
occur);

            (B)

            from
      and after either (1) New Cingular Wireless advises Borrower or Lender
      that New Cingular Wireless will not be exercising the New Cingular
      Wireless Renewal, or (2) any relinquishment, termination,
      cancellation or other waiver of, or any failure of conditions precedent
      under the New Cingular Wireless Lease applicable to the right to exercise
      the New Cingular Wireless Renewal, or (3) any amendment,
      modification, termination or cancellation of the New Cingular Wireless
      Lease occurs prior to New Cingular Wireless’s exercise of the New Cingular
      Wireless Renewal and Borrower’s delivery of the New Cingular Wireless
      Renewal Documents to Lender to evidence such renewal (unless such is made
      or occurs with the prior written consent of Lender, which written consent
      specifically references this clause of this Guaranty and that the consent
      to the lease action does not trigger the liability under this clause), the
      Applicable New Cingular Wireless Principal Liability shall be $19,125,000;
      provided, however, that if a relinquishment, termination, amendment,
      modification or cancellation of the New Cingular Wireless Lease or other
      waiver of or any failure of conditions precedent under the New Cingular
      Wireless Lease applicable to the right to exercise the New Cingular
      Wireless Renewal as set forth in this subparagraph (B) occurs by virtue of
      New Cingular Wireless rejecting the New Cingular Wireless Lease prior to
      the New Cingular Wireless Renewal Deadline after New Cingular Wireless
      files a petition in bankruptcy, then, notwithstanding any prior Applicable
      New Cingular Wireless Principal Liability arising under subclauses (1),
      (2) or (3) of this subparagraph (B), then the Applicable New Cingular
      Wireless Principal Liability shall be
$0.00;

            (C)

            assuming
      none of the events listed in subparagraph (B) above has theretofore
      occurred, and New Cingular Wireless has not previously exercised the New
      Cingular Wireless Renewal or Borrower has not delivered of the New
      Cingular Wireless Renewal Documents to Lender to evidence such renewal,
      then from and after June 30, 2012 (the New Cingular Wireless Renewal
      Deadline), the Applicable New Cingular Wireless Principal Liability shall
      be $19,125,000, unless and until New Cingular Wireless has exercised the
      New Cingular Wireless Renewal and Borrower has delivered the New Cingular
      Wireless Renewal Documents to Lender to evidence such renewal; and except
      that if New Cingular Wireless has exercised the New Cingular Wireless
      Renewal and Borrower has delivered the New Cingular Wireless Renewal
      Documents to Lender to evidence such renewal, all in accordance with the
      New Cingular Wireless Replacement Lease Requirements, with the sole
      exception being that the rental rate under the New Cingular Wireless
      Renewal is less than $10.00 per square foot on an annual basis on a Triple
      Net Rent Basis, but greater than $8.00 per square foot on an annual basis
      on a Triple Net Rent Basis, then from and after such New Cingular Wireless
      Renewal the Applicable New Cingular Wireless Principal Liability shall be
      $9,562,500;

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in each
case above, the Applicable New Cingular Wireless Principal Liability shall be
without reduction on account of amortization and/or prepayment of the Loan, but
in the event that New Cingular Wireless does not renew its lease, the Applicable
New Cingular Wireless Principal Liability shall be subject to reduction if and
to the extent the conditions set forth in Paragraph 26 hereof are satisfied
as set forth therein.

“New Cingular Wireless” means
New Cingular Wireless PCS, LLC, the sole tenant of the Individual Property known
as Xxxx-Xxxx Centre VII and the tenant of 52% of the space in Xxxx-Xxxx
Centre III.

“New Cingular Wireless Full Release
Rental” means a minimum rental rate of not less than $10.00 per square
foot on an annual basis on a Triple Net Rent Basis.

“New Cingular Wireless Half Release
Rental” means a minimum rental rate of not less than $8.00 per square
foot on an annual basis on a Triple Net Rent Basis, but less than the New
Cingular Wireless Full Release Rental.

“New Cingular Wireless Lease”
means the lease or leases to New Cingular Wireless of the New Cingular Wireless
Space in Xxxx-Xxxx Centre VII and Xxxx-Xxxx Centre III.

“New Cingular Wireless Renewal”
means that certain renewal option (that is effective as of January 1, 2014)
in accordance with the provisions of the New Cingular Wireless Lease with a
minimum five year extended term at the rental rates specified in the renewal
option of the New Cingular Wireless Lease.

“New Cingular Wireless Renewal
Deadline” means June 30, 2012, the date on or before which the New
Cingular Wireless Renewal must be exercised by New Cingular Wireless, which date
shall not be extended for the purpose of this Guaranty even if such deadline may
be extended by mutual agreement with New Cingular Wireless and even if Lender
consents to such modification of the New Cingular Wireless Lease to effect such
extension, as any such consent by Lender shall not effect a consent to extension
of this deadline for the purpose of this Guaranty, except only that an extension
approved by Lender for purposes other than this Guaranty shall apply to this
Guaranty as well, but only if such extension is shorter than two months from the
existing New Cingular Wireless Renewal Deadline, or if longer than two months
from the existing New Cingular Wireless Renewal Deadline, such extension of this
deadline for the purpose of this Guaranty shall be only two months from the
existing New Cingular Wireless Renewal Deadline.

“New Cingular Wireless Renewal
Documents” means (a) a certification from the applicable Borrower to
Lender, certifying that New Cingular Wireless has exercised its renewal option
in accordance with the provisions of the New Cingular Wireless Lease and that
the New Cingular Wireless Lease as so renewed is in full force and effect, along
with (b) a copy of the renewal notice fully executed by New Cingular
Wireless and (c) an estoppel certificate from New Cingular Wireless in the
form required by Lender in connection with closing of the Loan, but subject to
requirements of the New Cingular Wireless Lease, which estoppel certificate may
not disclose, and there may not exist any as of the date of, any uncured
defaults on the part of Borrower or New Cingular Wireless with respect to the
New Cingular Wireless Lease; all in form and substance reasonably acceptable to
Lender.
 
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“New Cingular Wireless Replacement
Lease” is defined in Section 3.4(d) of the Loan
Agreement.

“New Cingular Wireless Replacement
Lease Requirements” is defined in Section 3.4(d) of the Loan
Agreement.

“New Cingular Wireless Space”
means the leasable area in the Individual Property known as Xxxx-Xxxx
Centre VII and 52% of the space in Xxxx-Xxxx Centre III.

“Prentice Hall” means Prentice
Hall, Inc., the sole tenant of the Individual Property known as Xxxx-Xxxx Saddle
River.

“Prentice Hall Full Release
Rental” means a minimum rental rate of not less than $12.00 per square
foot on an annual basis on a Triple Net Rent Basis.

“Prentice Hall Half Release
Rental” means a minimum rental rate of not less than $9.00 per square
foot on an annual basis on a Triple Net Rent Basis, but less than the Prentice
Hall Full Release Rental.

“Prentice Hall Lease” means the
lease to Prentice Hall of the Prentice Hall Space.

“Prentice Hall Renewal” means
that certain renewal option (that is effective as of January 1, 2015) in
accordance with the provisions of the Prentice Hall Lease with a minimum five
year extended term at the rental rates specified in the renewal option of the
Prentice Hall Lease.

“Prentice Hall Renewal
Deadline” means April 30, 2013, the date on or before which the
Prentice Hall Renewal must be exercised by Prentice Hall, which date shall not
be extended for the purpose of this Guaranty even if such deadline may be
extended by mutual agreement with Prentice Hall and even if Lender consents to
such modification of the Prentice Hall Lease to effect such extension, as any
such consent by Xxxxxx shall not effect a consent to extension of this deadline
for the purpose of this Guaranty, except only that an extension approved by
Lender for purposes other than this Guaranty shall apply to this Guaranty as
well, but only if such extension is shorter than two months from the existing
Prentice Hall Renewal Deadline, or if longer than two months from the existing
Prentice Hall Renewal Deadline, such extension of this deadline for the purpose
of this Guaranty shall be only two months from the existing Prentice Hall
Renewal Deadline.

“Prentice Hall Renewal
Documents” means (a) a certification from the applicable Borrower to
Lender, certifying that Prentice Hall has exercised its renewal option in
accordance with the provisions of the Prentice Hall Lease and that the Prentice
Hall Lease as so renewed is in full force and effect, along with (b) a copy
of the renewal notice fully executed by Prentice Hall and (c) an estoppel
certificate from Prentice Hall in the form required by Lender in connection with
closing of the Loan, but subject to requirements of the Prentice Hall Lease,
which estoppel certificate may not disclose, and there may not exist any as of
the date of, any uncured defaults on the part of Borrower or Prentice Hall with
respect to the Prentice Hall Lease; all in form and substance reasonably
acceptable to Lender.

“Prentice Hall Replacement
Lease” is defined in Section 3.4(c) of the Loan
Agreement.
 
-5-

“Prentice Hall Replacement Lease
Requirements” is defined in Section 3.4(c) of the Loan
Agreement.

“Prentice Hall Space” means the
leasable area in the Individual Property known as Xxxx Saddle-Cali
River.

“Recourse Guaranteed Amount”
shall mean the aggregate of:

            (A)

            (i) a
      portion of the aggregate outstanding principal balance of the Loan equal
      to the Applicable Principal Liability (as hereinafter defined) whenever
      the aggregate outstanding principal balance of the Loan is in excess of
      the Applicable Principal Liability, or (ii) the entire aggregate
      outstanding principal balance of the Loan whenever the aggregate
      outstanding principal balance of the Loan is equal to or less than the
      Applicable Principal Liability, and

            (B)

            all
      interest (including specifically Post-Petition Interest) accrued and
      unpaid on the Applicable Principal Liability from time to time,
      and

            (C)

            the
      proportionate share derived by dividing the Applicable Principal Liability
      by the outstanding principal balance of the Loan of all other sums of any
      nature whatsoever other than principal or interest from time to time
      constituting part of the Loan, all of the above unaffected by modification
      thereof in any bankruptcy or insolvency proceeding nor by any
      determination, of whatever nature, that Lender may not have an allowed
      claim for the same against Borrower as a result of any bankruptcy or
      insolvency proceeding.

“Triple Net Rent Basis” shall
mean lease rental payments whereby a tenant makes both monthly base rental
payments to the landlord and the tenant is responsible, in addition, to pay for
all taxes, insurance, utilities, operating and maintenance costs.  If,
for the purposes of the Loan, the rental under a lease is on another basis (such
as a gross rental basis whereby the landlord pays such costs), then the required
annual rental threshold for such lease must be “grossed up” to achieve the
necessary annual rental threshold on a Triple Net Rent Basis, after payment of
all expenses as aforesaid.  The parties agree to cooperate and act
reasonably in calculating any gross up required if the renewal is on a gross
basis: for example, for a lease that requires $12 per square foot on a Triple
Net Rent Basis, with monthly payments, and with the tenant to pay for all taxes,
insurance, utilities, operating and maintenance costs, if those “taxes,
insurance, utilities, operating and maintenance costs” equal $2 psf annually,
then the “gross rent” would need to be $14, so that the landlord could pay the
$2 in expenses, and net the $12 in rent on a Triple Net Rent
Basis.  For determination of the rental amount per square foot on an
annual basis, a lease shall be analyzed and averaged based on the total base
rental payments due over the currently effective term of the applicable lease
(not including unexercised extensions or renewals, or any portion of a rental
term after a termination option) less concessions (free rent and any other
discount, concession, payment, gift, allowance, payment or contribution), in
order to reflect the average effective rent paid and received over the term of
the lease.  For example, if a 25,000 square foot lease with a five
year term provides for rent as follows (the entire term of occupancy, including
free rent periods; initial construction periods would not be included in the
calculation of the term of occupancy of a lease for calculation of the term of
the lease or the averaging of the rentals over such term):  during
year one of $11.75 per square foot (with two month’s free rent), during year two
of $12.00 per square foot (with no free rent), during year three of $12.25 per
square foot (with no free rent), during year four of $12.50 per square foot
(with no free rent), and during year five of $12.75 per square foot (with one
month’s free rent), the total rent paid of $1,455,729.17 divided by 5 years
equals $291,145.83 or $11.65 per square foot.
 
-6-

This
Guaranty is intended to cover the risk that either (a) Prentice Hall, the
sole tenant of Xxxx-Xxxx Saddle River, fails to exercise the Prentice Hall
Renewal in accordance with the Prentice Hall Lease or (b) New Cingular
Wireless, the sole tenant of Xxxx-Xxxx Centre VII and tenant of 52% of the
space in Xxxx-Xxxx Centre III, fails to exercise the New Cingular Wireless
Renewal in accordance with the New Cingular Wireless Lease or (c) both fail
to exercise their renewals as aforesaid and suitable replacement tenants are not
found for the Prentice Hall Space and the New Cingular Wireless Space, as
applicable, in accordance with Paragraph 26 hereof.

2.           Without
in any way limiting the liability of Guarantor under (x) that certain
Recourse Liabilities Guaranty in favor of Lender of even date herewith (the
“Recourse Liabilities
Guaranty”) or (y) that certain Environmental and ERISA Indemnity
Agreement made by Guarantor and Borrower in favor of Lender of even date
herewith (the “Environmental
Indemnity”), in the event Borrower fails to pay the Recourse Guaranteed
Amount, Guarantor shall upon written demand (not later than five (5) days after
written demand) of Lender promptly and with due diligence pay to and for the
benefit of Lender all of the Recourse Guaranteed Amount, and, in addition,
Guarantor further agrees to pay any and all Costs incurred or expended by Lender
in collecting any of the Recourse Guaranteed Amount or in enforcing any right
granted hereunder.

3.           Guarantor’s
liability under this Guaranty shall be fully recourse and is expressly not
subject to, or limited by, any limitations on Borrower’s liability set forth in
the Note, and Guarantor agrees and acknowledges that Lender is relying upon the
full recourse nature of this Guaranty in making the Loan to
Borrower.  Further, the scope of this Guaranty shall in no way affect
or limit any liability of Guarantor (i) in its capacity as an “Recourse
Party” under Paragraphs 8 and 9 of the Note, (ii) in its capacity as a
guarantor under the Recourse Liabilities Guaranty, or (iii) in its capacity
as an “Indemnitor” under the Environmental Indemnity.

4.           In
the event that Lender elects to foreclose, to accept a deed-in-lieu of
foreclosure under the Instrument or if the Review Period (as defined below)
shall pass without Lender commencing or completing a foreclosure proceeding and
thereby a Valid Tender is effected, Guarantor hereby acknowledges and agrees
that Guarantor’s recourse liability under this Guaranty as determined above
shall be calculated after deduction from the outstanding Obligations (including,
but not limited to, all principal, accrued interest, Prepayment Premium [as
defined in the Note], advances and other charges) of (i) the amount of
money bid by or received by Xxxxxx at a foreclosure sale, or (ii) the value
of the Property and any other property received by Xxxxxx as consideration for
acceptance of a deed-in-lieu of foreclosure.  With respect thereto and
any enforcement of this Guaranty that arises from and after the date on which
both (y) the Applicable Prentice Hall Principal Liability is greater than
zero ($0.00), or the Prentice Hall Renewal has been exercised by Prentice Hall
in accordance with the Prentice Hall Lease and Xxxxxxxx has delivered the
Prentice Hall Renewal Documents to Lender to evidence such renewal and/or
suitable replacement tenants have been found for the Prentice Hall Space in
accordance with Paragraph 26 hereof, resulting in no possibility of
Applicable Prentice Hall Principal Liability arising hereunder, and (z) the
Applicable New Cingular Wireless Principal Liability is greater than zero
($0.00), or the New Cingular Wireless Renewal has been exercised by New Cingular
Wireless in accordance with the New Cingular Wireless Lease and Borrower has
delivered the New Cingular Wireless Renewal Documents to Lender to evidence such
renewal and/or suitable replacement tenants have been found for the New Cingular
Wireless Space in accordance with Paragraph 26 hereof, resulting in no
possibility of Applicable New Cingular Wireless Principal Liability arising
hereunder, or, if only one of the conditions contained in clauses (y) and (z)
has occurred, if Borrower issues a Deed in Lieu Schedule Applicable Principal
Liability Trigger Notice (thereby triggering both full Applicable Principal
Liability hereunder as set forth below in the definition of Deed in Lieu
Schedule Applicable Principal Liability Trigger Notice, and permitting Borrower
and Guarantor the option to commence the process set forth in the remainder of
this Section 4), Guarantor and Lender hereby agree as follows (and if both
(A) the Prentice Hall Renewal has been exercised by Prentice Hall in
accordance with the Prentice Hall Lease and Xxxxxxxx has delivered the Prentice
Hall Renewal Documents to Lender to evidence such renewal and/or suitable
replacement tenants have been found for the Prentice Hall Space in accordance
with Paragraph 26 hereof or Prentice Hall has rejected the Prentice Hall
Lease prior to the Prentice Hall Renewal Deadline after Prentice Hall files a
petition in bankruptcy as set forth in subparagraph (B) of the definition
of Applicable Prentice Hall Principal Liability, resulting in no possibility of
Applicable Prentice Hall Principal Liability arising hereunder, and (B) the
New Cingular Wireless Renewal has been exercised by New Cingular Wireless in
accordance with the New Cingular Wireless Lease and Borrower has delivered the
New Cingular Wireless Renewal Documents to Lender to evidence such renewal
and/or suitable replacement tenants have been found for the New Cingular
Wireless Space in accordance with Paragraph 26 hereof or New Cingular
Wireless has rejected the New Cingular Wireless Lease prior to the New Cingular
Wireless Renewal Deadline after New Cingular Wireless files a petition in
bankruptcy as set forth in subparagraph (B) of the definition of Applicable
New Cingular Wireless Principal Liability, resulting in no possibility of
Applicable New Cingular Wireless Principal Liability arising hereunder, then the
following provisions of this Paragraph 4 shall have no further force or
effect):
 
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            (a)

            Deed in Lieu /
      Foreclosure Definitions.  The following terms shall have
      the meanings set forth below with respect to this Guaranty and such
      valuation:

“Conveyance Date” means the
earliest to occur of: (i) the later of (a) the date on which title
vests in the purchaser at the foreclosure sale of the Property pursuant to the
Instrument, or (b) the date on which Borrower’s statutory right of
redemption shall expire or be waived; (ii) a Valid Tender Date; or
(iii) the date of Deed in Lieu Closing.

“Deed in Lieu Agreement” means
an Agreement Regarding Transfer in Lieu of Foreclosure between, on the one hand,
Borrower and Guarantor (as defined in the Loan Agreement), and, on the other,
Lender, in form and substance acceptable to Lender, duly executed and delivered
by the parties thereto, which Agreement shall set forth true, correct and
complete copies of the Deed in Lieu Schedule and the forms of the Deed in Lieu
Documents, as the same have been approved by Lender.

“Deed in Lieu Schedule” means
schedules prepared by Borrower, in form and substance reasonably acceptable to
Lender, which schedules shall be certified by a representation and warranty of
Borrower (to the best knowledge of Borrower after inquiry of Borrower’s
management and leasing personnel regarding the information below) as containing
true, correct and complete of the following information:
 
            (i)  

            Rent
      Rolls for the Property;

            (ii)  

            lists
      of all Leases and all amendments, modifications, subleases, consents,
      waivers, assignments and subleases with respect thereto (copies of which
      must be delivered to Lender in connection therewith, together with
      Xxxxxxxx’s current “bible” abstracts for each lease, with originals to be
      delivered to Lender upon any Deed in Lieu
  Closing);

-8-

            (iii)  

            lists
      of all contracts relating to the Property and all amendments,
      modifications, consents, waivers and assignments with respect thereto
      (copies of which must be delivered to Lender in connection therewith, with
      originals to be delivered to Lender upon any Deed in Lieu
      Closing);

            (iv)  

            lists
      of any and all uncured notices of violation of any law, regulation,
      ordinance, lease, contract, covenant, condition or insurance policy
      received by Borrower, together with a true, correct and complete copy
      thereof; and

            (v)  

            lists
      of any and all unpaid existing or future obligations to tenants, together
      with copies of all documents (contracts, bids, budgets, proposals) related
      thereto, with originals to be delivered to Lender upon any Deed in Lieu
      Closing;

            (vi)  

            an
      inventory of all books and records of Borrower or Guarantor with respect
      to the Property to the extent not included in the foregoing items;
      and

            (vii)  

            such
      other information with respect to the Property as Lender may reasonably
      require.

“Deed in Lieu Agreement
Deliveries” means the execution and delivery of the Deed in Lieu
Agreement by Xxxxxxxx and Xxxxxx, together with any deliveries to be made
thereunder as of the execution and delivery thereof.

“Deed in Lieu Foreclosure Analysis
Period” means the period of time from the date of an Event of Default
until ninety (90) days thereafter, during which Lender shall review the items
Lender requires in a remedial or enforcement action, including, but not limited
to, those items to be delivered in Deed in Lieu Schedule Deliveries in order to
confirm the completion and accuracy thereof, and any other information that
Lender is entitled to review under the Loan Document or with respect to any
remedial or enforcement action.

“Deed in Lieu Schedule
Deliveries” means the following items to be delivered to Lender in
connection with the Deed in Lieu Schedule:
 
            (i)  

            a
      written certification from Borrower in favor of Lender consistent with
      Section 3.16 of the Instrument, duly executed and delivered, and
      completed with all information to be set forth as described therein, with
      true, correct and complete copies of applicable attachments;
      and

            (ii)  

            true,
      correct and complete copies of all items disclosed on the schedules to the
      Deed in Lieu Schedule; and

            (iii)  

            if
      applicable, a Deed in Lieu Schedule Applicable Principal Liability Trigger
      Notice.

On or
before fifteen (15) days after delivery of the Deed in Lieu Schedule Deliveries
to Lender, Lender shall deliver to Borrower and Guarantor drafts of the Deed in
Lieu Agreement and the Deed in Lieu Documents.

“Deed in Lieu Schedule Applicable
Principal Liability Trigger Notice” means that Xxxxxxxx has duly executed
and delivered to Lender in writing a notice setting forth that (a) if the
Applicable Prentice Hall Principal Liability is then zero ($0.00) as set forth
above solely because the Prentice Hall Renewal Deadline has not yet occurred
(and not because of a relinquishment, termination, amendment, modification or
cancellation of the Prentice Hall Lease or other waiver of or any failure of
conditions precedent under the Prentice Hall Lease applicable to the right to
exercise the Prentice Hall Renewal as set forth in subparagraph (B) of the
definition of Applicable Prentice Hall Principal Liability that occurs by virtue
of Prentice Hall rejecting the Prentice Hall Lease prior to the Prentice Hall
Renewal Deadline after Prentice Hall files a petition in bankruptcy), that from
and after such notice, the Applicable Prentice Hall Principal Liability shall be
$42,000,000, as if one of the circumstances set forth in clause (B)(1), (2) or
(3) of the definition of Applicable Prentice Hall Principal Liability has
occurred, but subject to reduction thereafter prior to payment pursuant to the
terms of subparagraph (C) of such definition and/or Paragraph 26 below, and
(b) if the Applicable New Cingular Wireless Principal Liability is then
zero ($0.00) as set forth above solely because the New Cingular Wireless Renewal
Deadline has not yet occurred (and not because of a relinquishment, termination,
amendment, modification or cancellation of the New Cingular Wireless Lease or
other waiver of or any failure of conditions precedent under the New Cingular
Wireless Lease applicable to the right to exercise the New Cingular Wireless
Renewal as set forth in subparagraph (B) of the definition of Applicable
New Cingular Wireless Principal Liability occurs by virtue of New Cingular
Wireless rejecting the New Cingular Wireless Lease prior to the New Cingular
Wireless Renewal Deadline after New Cingular Wireless files a petition in
bankruptcy), that from and after such notice, the Applicable New Cingular
Wireless Principal Liability shall be $19,125,000, as if one of the
circumstances set forth in clause (B)(1), (2) or (3) of the definition of
Applicable New Cingular Wireless Principal Liability has occurred, but subject
to reduction thereafter prior to payment pursuant to the terms of subparagraph
(C) of such definition and/or Paragraph 26 below.
 
-9-

“Deed in Lieu Closing” means
the closing of the conveyance of the Property to Lender or Xxxxxx’s designee by
Borrower in lieu of foreclosure pursuant to a Deed in Lieu Agreement and Deed in
Lieu Closing Deliveries.

“Deed in Lieu Closing
Deliveries” means the following items to be delivered to Lender in
connection with a Deed in Lieu Closing:
 
            (i)  

            the
      Deed in Lieu Documents;

            (ii)  

            to
      the extent in Borrower’s possession or control (and any items not in
      Borrower’s possession or control must be noted in connection with the Deed
      in Lieu Agreement), all original documents, including all leases,
      contracts, books and records and other items scheduled in the Deed in Lieu
      Agreement, or to be scheduled in the Deed in Lieu Agreement pursuant to
      the definition thereof, together with all keys and codes for security,
      maintenance and operating systems at or for the
  Property;

            (iii)  

            issuance
      of Owner’s Title Insurance Policies in the name of Lender or Xxxxxx’s
      designee (and, if and to the extent permitted by First American Title
      Insurance Company, Lender shall endeavor to have such insurance issued at
      “reissue” rates), subject to no liens, exceptions or encumbrances not
      previously approved in writing by Lender or permitted without Xxxxxx’s
      consent pursuant to the Loan documents (title to the Property must be in
      the same condition as approved by Xxxxxx on the date hereof, as evidenced
      by Xxxxxx’s mortgagee title insurance policy, subject only to subsequent
      liens and encumbrances previously approved by Lender or permitted without
      Lender’s consent pursuant to the Instrument, and only to the extent in
      compliance with the Documents and the Deed in Lieu Agreement), and
      endorsement of the existing Mortgagee Title Insurance Policies to update
      the status of title thereunder, and to add “non-merger” endorsements
      acceptable to Lender (insuring that the Deed in Lieu Closing and Deed in
      Lieu Documents have not merged with the Instrument, and that the
      Instrument remains a valid lien on the Property);
  and

-10-

            (iv)  

            any
      other items reasonably required by Lender or Xxxxxx’s title insurance
      company, including, but not limited to, any lien waivers, lien releases,
      contractor’s affidavits or similar items required to cure any outstanding
      title matters.

Lender
shall be relying on the Deed in Lieu Schedule Deliveries, the Deed in Lieu
Agreement, the Deed in Lieu Documents and the Deed in Lieu Closing Deliveries,
and, accordingly, Borrower and Guarantor shall have liability for the
representations, warranties and covenants of Borrower and Guarantor as therein
set forth, subject to any limitations thereon as may be set forth therein (and
the survival period for representations and warranties thereunder, other than
the Covenant Against Grantor’s Acts in the Deed, shall be limited to one (1)
year).

“Deed in Lieu Documents” means
the following documents to be delivered at the Deed in Lieu Closing by Borrower
and/or Guarantor to Lender or Lender’s designee in connection with a transfer in
lieu of foreclosure, all in form and substance acceptable to Lender, and all
duly executed and delivered by the applicable parties thereto (and, at Lender or
Xxxxxx’s designee’s option, the following items (with the exception of the Deed
in Lieu Guaranty Payment) that are to be executed and delivered by Xxxxxxxx
and/or Guarantor shall be deposited into an escrow with Xxxxxx’s attorney during
the Review Period upon or after execution and delivery of the Deed in Lieu
Agreement):
 
            (i)  

            a
      Bargain and Sale Deed (with Covenant Against Grantor’s Acts) conveying
      good and marketable title to the Property to Lender, together with an
      affidavit of consideration and any other documents necessary to complete
      the conveyance and confirm the amount of any transfer tax (including a
      RTF-1 form and Seller’s Residency Certification/Exemption form, and Lender
      shall execute the RTF-1EE Affidavit of
  Consideration);

            (ii)  

            a
      Bill of Sale conveying title to the personal property covered by the
      Instrument;

            (iii)  

            an
      Assignment of Contracts conveying Borrower’s interest in all contracts
      relating to the Property, which shall be specified in such assignment and
      each of which shall be subject to the approval of
  Lender;

            (iv)  

            a
      Non-Foreign Affidavit of each party conveying real
    property;

            (v)  

            Notices
      to Tenants and Contract Parties with respect to such
      conveyance;

            (vi)  

            Title
      Affidavits and Gap Indemnities as required by the Title Insurance Company
      in connection with the issuance, or endorsement, of the applicable Title
      Insurance Policies;

-11-

            (vii)  

            Evidence
      of Authority of each Borrower and
Guarantor;

            (viii)  

            Termination
      of all Management Agreements and other contracts not approved by
      Xxxxxx;

            (ix)  

            Agreement
      Regarding Value with respect to the value of the
  Property;

            (x)  

            the
      Deed in Lieu Guaranty Payment, determined as of the Conveyance
      Date;

            (xi)  

            a
      full Release of Lender, and, upon completion of the Deed in Lieu Closing,
      a Release of Guarantor in favor of Guarantor and a Covenant Not to Sue in
      favor of Borrower (each subject to the surviving obligations of Borrower
      and Guarantor under the Deed in Lieu Agreement and the Deed in Lieu
      Documents);

            (xii)  

            an
      agreement setting forth confirmation of the absolute nature of the
      conveyance, together with a legal opinion with respect thereto and the
      conveyance.

            (xiii)  

            payment
      of closing costs (any transfer tax, lien searches, title costs and
      premiums and inspection costs, appraisal costs, costs of physical and
      environmental inspections, and Xxxxxx’s reasonable attorneys fees);
      provided, however, if and to the extent permitted by the title insurance
      company issuing the owner’s policy of title insurance and available at a
      discount to two owner’s policies of title insurance, Lender shall endeavor
      to have the owner’s policy of insurance issued at as an “open commitment”,
      pursuant to which such commitment commits (for a period of not less than
      two years) to insure both (A) the transfer of title to the Property
      at the Deed in Lieu Closing, and (B) the subsequent transfer to a
      third party buyer, with Borrower responsible for 50% of such premium for
      such “open” commitment in such
event;

            (xiv)  

            any
      other documents to be delivered at closing under the Deed in Lieu
      Agreement or the Deed in Lieu Schedule;
and

            (xv)  

            any
      other documents reasonably required by Xxxxxx or Xxxxxx’s title insurance
      company.

“Deed in Lieu Guaranty Payment”
means payment of the amounts due under the Recourse Carveout Guaranties (as
defined in the Loan Agreement) and this Guaranty as of the Conveyance
Date.

“Review Period” means the
period of time from the date of the Tender and concluding on the later of
(a) if Xxxxxx commences a foreclosure action with respect to the Property
by the end of the Deed in Lieu Foreclosure Analysis Period, the period of two
hundred seventy (270) days after the end of the Deed in Lieu Foreclosure
Analysis Period, or (b) if Lender does not commence a foreclosure action
with respect to the Property by the end of the Deed in Lieu Foreclosure Analysis
Period, ninety (90) days after the date of the Tender; provided that in either
event the Review Period shall end as of the date of acceptance of the Tender by
Xxxxxx or Xxxxxx’s designee as evidenced by the execution and delivery of the
Deed in Lieu Agreement by Xxxxxxxx, Guarantor and Lenders, including tender by
Xxxxxxxx and Guarantors of the Deed in Lieu Agreement Deliveries.
 
-12-

“Tender” means the tender by
Xxxxxxxx and Guarantors of the Deed in Lieu Schedule Deliveries (including all
of the items described therein).

“Valid Foreclosure Cooperation”
means (x) Borrower shall not voluntarily cause or create any liens on the
Property, (y) there shall be no contest, delay, or other hindrance or
opposition by Xxxxxxxx, Guarantor or any affiliate thereof (nor any collusion by
Borrower, Guarantor or any affiliate thereof with any third party in any
contest, delay, or other hindrance or opposition) to any of Lender’s remedial or
enforcement actions in accordance with the Loan Documents, including, but not
limited to, foreclosure and placing a receiver to operate the Property, and no
failure, within two (2) business days, to consent to any remedial or enforcement
action in accordance with the Loan Documents proposed by Xxxxxx in writing, nor
any breach or violation by Borrower or Guarantor of any orders or interim
agreements entered into in such remedial or enforcement actions, and
(z) Borrower shall not be or become a debtor in any bankruptcy proceeding
or the subject of any other insolvency proceeding (other than a bankruptcy or
other insolvency proceeding commenced by Lender or any of their
Affiliates).

“Valid Tender” means either of
(the first to occur of) (A) (i) a Tender, and (ii) the passage of
the Review Period, during which period there shall be no breach of the Valid
Foreclosure Cooperation condition, or (B) the execution and delivery of the
Deed in Lieu Agreement by Xxxxxxxx, Guarantor and Lenders, including tender by
Borrower and Guarantors of the Deed in Lieu Agreement Deliveries, provided that
from and after such date an until Deed in Lieu Closing there shall be no breach
of the Valid Foreclosure Cooperation condition.

“Valid Tender Date” means the
date on which a Tender becomes a Valid Tender.

            (b)

            Due Diligence
      Review.  Lender or Xxxxxx’s designee shall have the
      Review Period to accept or reject a Deed in Lieu Closing, in order to
      enable Lender or Xxxxxx’s designee to conduct all due diligence with
      respect to the Property and the Deed in Lieu Closing that Lender or
      Lender’s designee may require, including, but not limited to, review of
      title to the Property, analysis of the leasing of the Property, physical
      inspection of the Property, evaluation of any construction work in
      progress (and documentation of the status thereof, including the remaining
      scope of work and outstanding payments thereunder), obtaining an
      environmental assessment of the Property, obtaining such estoppels from
      tenants or contract parties as Lender may require, review, inspect and
      audit of the books and records of the Property, and an appraisal of the
      Property, as determined by the MAI appraiser in accordance
      herewith.  Lender shall order an appraisal to be completed
      within ninety (90) days of a Tender, subject to updating as of the
      Conveyance Date if desired by Xxxxxx.  If Lender or Xxxxxx’s
      designee reject a Deed in Lieu Closing on account of any items disclosed
      in such review, then the Tender shall be deemed to be rejected and Lender
      shall have no obligation to accept the transfer in lieu of foreclosure,
      but a Valid Tender shall remain a Valid Tender despite such rejection, and
      in such event the value of the Property as set forth in Xxxxxx’s MAI
      appraisal of the Property shall be adjusted by the impact of such matters
      discovered in such due diligence review, as determined by the MAI
      appraiser.

            (c)

            Tax and Assessment
      Obligations.  Borrower’s and Guarantor’s liability for
      the payment of taxes and assessments under Section 8(b) of the Note
      (including the pro-rata share of then current real estate taxes and
      assessments) shall cease as to taxes and assessments that arise or accrue
      from and after the ninety (90) days after the date of the Tender, but only
      if there shall be no breach of the Valid Foreclosure Cooperation condition
      from and after the date of the
Tender.

-13-

            (d)

            Reduction of
      Applicable Principal Liability.  From and after the Valid
      Tender Date, Lender agrees that if Lender collects amounts under the Cash
      Management Agreement (as defined in the Loan Agreement) and applies such
      amounts to reduce the principal balance of the Obligations, then, so long
      as there shall be no breach of the Valid Foreclosure Cooperation
      condition, the Applicable Principal Liability shall be reduced, on a
      dollar for dollar basis, by the amounts so allocated to the reduction of
      the principal balance of the Obligations, such amounts to be allocated on
      a pro rata basis between the Applicable Prentice Hall Principal Liability
      and the Applicable New Cingular Wireless Principal Liability, if
      applicable.

            (e)

            Recourse Guaranteed
      Amount.  Notwithstanding any provision contained or
      implied herein to the contrary, Xxxxxx and Guarantor agree that the
      Recourse Guaranteed Amount which may become due under this Guaranty shall
      be determined and fixed as of the Conveyance Date (and projected, as
      necessary to as of the Conveyance Date).  Such amount shall be
      paid to Lender as of the following, as applicable, the date of Deed in
      Lieu Closing, or, if there is no Deed in Lieu Closing, promptly after
      demand of Lender on or after the Valid Tender Date (if the Valid Tender
      Date is established by a method other than the date of the Deed in Lieu
      Closing), and Guarantor’s payment to Lender of such determined and fixed
      Recourse Guaranteed Amount shall constitute Guarantor's performance in
      full of its obligations under this
Guaranty.

            (f)

            Default
      Interest.  From and after ninety (90) days after the date
      of the Tender, but only if there shall be no breach of the Valid
      Foreclosure Cooperation condition from and after the date of the Tender,
      Xxxxxx agrees that Lender shall forebear from collection of Default
      Interest and shall instead require payment of only base interest;
      provided, however, if at any time such conditions fail, then all such
      Default Interest shall be reinstated and the forbearance shall
      terminate.

            (g)

            Operating Expenses
      Required for Lease Compliance.  From and after ninety
      (90) days after the date of an Event of Default (and provided Borrower has
      made a Tender to Lender within such ninety (90) day period), but only if
      there shall be no breach of the Valid Foreclosure Cooperation condition
      from and after the date of the Tender, Xxxxxx agrees that provided that,
      and for so long as, Lender or a receiver selected by Xxxxxx receives and
      controls all of the Property revenue through the cash management system
      set forth in the Cash Management Agreement or other collection mechanism
      approved by Lender in Xxxxxx’s sole discretion, then Lender or such
      receiver shall apply such revenue towards the payment of such operating
      expenses related to ongoing property operation to the extent sufficient to
      meet the operating expense recommendations of the receiver selected by
      Lender or, if a receiver has not been appointed, the operating expense
      recommendations of the property manager engaged by Xxxxxx, and provided
      that revenue from the Property is sufficient to fund such utilities and
      operating expenses.  If Borrower and Guarantor believe that any
      utilities or operating expenses should be paid in excess of those for
      which Lender has provided funding as set forth above during such period,
      Borrower and Guarantor may provide Lender with written notice requesting
      such funding of additional expenses, which Lender shall consider and shall
      deliver to such receiver or property manager, as
    applicable.

-14-

5.           In
the event that Xxxxxx accepts a deed-in-lieu of foreclosure, the value of the
Property and any other property received by Lender shall be conclusively
determined by an independent MAI appraiser, selected by Xxxxxx in its sole
discretion, having not less than five (5) years’ experience in appraising
commercial real estate in the area where the Land is located, unless in
connection with such acceptance of such deed-in-lieu of foreclosure Lender
agrees to an alternate valuation.  The fees and costs of said MAI
appraiser shall be paid by Xxxxxxxx.

6.           Guarantor’s
recourse liability under this Guaranty shall continue with respect to any and
all Obligations, but only up to the Recourse Guaranteed Amount, until Lender has
been paid the full amount of the Obligations from any person or
entity at the time of foreclosure or following an Event of Default; provided,
however, that Guarantor’s recourse liability under this Guaranty shall be in
addition to, and not in lieu of, any liability or obligations of Guarantor under
any other document or other instrument delivered by Guarantor in connection with
the Loan.  Guarantor agrees that no portion of any sums applied, from
time to time, in reduction of the Loan (other than sums paid by Guarantor
pursuant to the provisions of this Guaranty after demand therefore from Lender)
shall be deemed to have been applied in reduction of the Recourse Guaranteed
Amount until such time as that portion of the Loan which is not the Recourse
Guaranteed Amount has been paid in full, it being the intention hereof that the
Recourse Guaranteed Amount shall be the last portion of the Loan to be paid and
that this Guaranty shall remain in full force and effect and shall not be deemed
discharged until the date upon which all of the obligations and liabilities of
Guarantor under this Guaranty shall have been performed and discharged by
Guarantor in accordance with the provisions of this
Guaranty.  Guarantor hereby acknowledges and agrees that Xxxxxx shall
have the option of pursuing either or both of the following
options:

            (i)

            In
      the event Lender elects to foreclose under any applicable Instrument or to
      accept a deed in lieu of foreclosure thereunder, Guarantor hereby
      acknowledges and agrees that Guarantor’s recourse liability as determined
      above shall be calculated after deducting from the outstanding
      indebtedness (including, but not limited to, all principal, accrued
      interest, Prepayment Premium, advances and other charges) (A) in the
      event Lender elects to foreclose, the amount of money bid by or received
      by Lender at a foreclosure sale, or (B) in the event Lender elects to
      accept a deed in lieu of foreclosure, the value of the Property and any
      other property received by Xxxxxx as consideration for acceptance of a
      deed in lieu of foreclosure, as agreed upon by Xxxxxx and Guarantor in
      connection therewith (or as determined by the independent MAI appraiser
      referred to in Paragraph 5 above);
and/or

            (ii)

            Guarantor
      hereby acknowledges and agrees that Xxxxxx shall have the right to seek
      collection of the recourse portion of the Loan under this Guaranty (which
      shall not exceed the Recourse Guaranteed Amount) from Guarantor without
      the commencement of any foreclosure
proceedings.

7.           Guarantor's
recourse liability for the Recourse Guaranteed Amount (which amount may be zero
from time to time, and may be reduced to zero pursuant to Paragraph 26 of
this Guaranty) shall continue until Lender has been paid in full.

8.           Guarantor
expressly waives presentment for payment, demand, notice of demand and of
dishonor and nonpayment of the Obligations, notice of intention to accelerate
the maturity of the Obligations or any part thereof, notice of disposition of
collateral, notice of acceleration of the maturity of the Obligations or any
part thereof, protest and notice of protest, diligence in collecting, and the
bringing of suit against any other party.  Guarantor agrees that
Lender shall be under no obligation to: (i) notify Guarantor of its
acceptance of this Guaranty or of any advances made or credit extended on the
faith of this Guaranty; (ii) notify Guarantor of Borrower’ s failure to
make payments due under the Note as it matures or the failure of Borrower to pay
any of the Obligations as they mature or any default in performance of any
obligations required by the Note, the Instrument or any other Document;
(iii) use diligence in preserving the liability of any person with respect
to the Obligations, or with respect to the Note, the Instrument or any other
Document; (iv) use diligence in collecting payments or demanding
performance required by the terms of the Note, the Instrument or any other
Document; or (v) bring suit against, or take any other action against, any
party to enforce collection of the Note, the Instrument or any other
Document.
 
-15-

9.           Guarantor
waives all legal defenses (at law or in equity) given or available to sureties
or guarantors other than the actual payment in full of all Obligations, and
waives all legal defenses (at law or in equity) based upon the validity,
legality or enforceability of the Note, the Instrument or any other Document
(including, without limitation, any claim that the Note, the Instrument or any
other Document is or was in any way usurious), or otherwise with respect to the
following actions with respect to the Obligations, as to which Guarantor
consents that Lender may from time to time, before or after any default by the
Borrower, with or without further notice to or assent from
Guarantor:

            (a)

            exchange
      with, release or surrender, either with or without consideration, to the
      Borrower or to any Guarantor, pledgor or grantor any collateral, or waive,
      release or subordinate any security interest, in whole or in part, now or
      hereafter held as security for the Loan and/or any of the
      Obligations;

            (b)

            waive
      or delay the exercise of any of its rights or remedies against any person
      or entity, including but not limited to the Borrower and/or any guarantor,
      which waiver or delay shall not preclude the Lender from further exercise
      of any of its rights, powers or privileges expressly provided for herein
      or otherwise available, it being understood that all such rights and
      remedies are cumulative;

            (c)

            release,
      either fully or partially, any person or entity, including but not limited
      to the Borrower, guarantor, endorser, surety or any judgment
      debtor;

            (d)

            proceed
      against the Guarantor for payment of the Recourse Guaranteed Amount,
      without first proceeding against or joining the Borrower, any other
      guarantor, surety, endorser of the Note, or any property securing payment
      of the Note, the Instrument, or any other Loan
  Documents;

            (e)

            renew,
      extend or modify the terms of the Loan or any instrument or agreement
      evidencing the Loan and/or any of the
  Obligations;

            (f)

            apply
      payments by the Borrower, the Guarantor, or any other person or entity to
      the reduction of the Loan and/or Obligations in such manner and in such
      amounts and at such time or times and in such order and priority as Lender
      shall determine;

            (g)

            permit
      any sale, transfer or encumbrance of the Property or any part thereof;
      and

-16-

            (h)

            generally
      deal with the Borrower or any of the security or other person or party as
      the Lender shall determine.

The
Guarantor hereby ratifies and confirms any such exchange, release, surrender,
subordination, waiver, delay, proceeding, renewal, extension, modification or
application, or other dealing, all of which actions shall be binding upon
Guarantor who hereby waives all defenses, counterclaims or set-offs which
Guarantor might otherwise have as a result of such actions, and who hereby
agrees to remain bound under this Guaranty.  In accordance with the
terms of this Guaranty, Xxxxxxxxx agrees and acknowledges that it shall be
primarily liable for payment of the Recourse Guaranteed Amount (subject only to
the limitations set forth above) in the event of default or
foreclosure.

10.           Guarantor
acknowledges and agrees that from time to time, at Xxxxxx’s discretion, with or
without valuable consideration, without authorization from or notice to
Guarantor, and without impairing, modifying, releasing, limiting or otherwise
affecting Guarantor ’s liability under this Guaranty, Lender may:
(i) alter, compromise, accelerate, renew, extend or change the time or
manner for the payment of any or all of the Obligations due under the Note, the
Instrument or any other Document; (ii) increase or reduce the rate of
interest with respect to the Note or Loan; (iii) take and surrender
security, exchange security by way of substitution, or in any way Lender deems
necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate
security; (iv) add or release or discharge endorsers, guarantors or other
obligors; (v) make changes of any kind whatsoever in the terms of the Note,
the Instrument or any other Document; (vi) make changes of any kind
whatsoever in the manner Lender does business with Borrower; (vii) settle
or compromise with Borrower or any other person(s) liable on the Note, the
Instrument or any other Document on such terms as Lender determines;
(viii) apply all moneys received from Borrower or others, or from any
security held (whether or not held under a mortgage, deed of trust, deed to
secure debt or other instrument), in such manner upon the Note or upon any other
obligation arising under the Instrument or any other Document (whether then due
or not) as Lender determines to be in its best interest, and without in any way
being required to marshal securities or assets or to apply all or any part of
such moneys upon any particular part of the Note, the Instrument or any other
Document, except to the extent as may be expressly provided
therein.

11.           Xxxxxxxxx
agrees that Xxxxxx is not required to retain, hold, protect, exercise due care
with respect to, perfect security interests in, or otherwise assure or safeguard
any security for the Note or the Loan.  Xxxxxxxxx agrees and
acknowledges that Xxxxxx’s failure to do any of the foregoing and Xxxxxx’s
failure to exercise any other right or remedy available to Lender shall in no
way affect or alter any of Guarantor’s obligations under this Guaranty or any
security furnished by Guarantor, or give Guarantor any recourse against
Lender.

12.           Guarantor
agrees that its liability under this Guaranty shall not be modified, changed,
released, limited or impaired in any manner whatsoever on account of any or all
of the following: (i) the incapacity, death, disability, dissolution or
termination of Guarantor, Borrower, Lender or any other person or entity;
(ii) the failure by Lender to file or enforce a claim against the estate
(either in administration, bankruptcy or other proceeding) of Borrower or any
other person or entity; (iii) the inability of Lender, Guarantor or any
other person or entity to recover from Borrower or any other party due to the
expiration of any statute of limitations or due to any other cause whatsoever;
(iv) the claim or assertion (whether or not successful) by Borrower or any
other person or entity of any available defenses, set-off rights or
counterclaims (other than payment in full of the Obligations) during any
judicial, arbitration, or mediation proceeding; (v) the transfer(s) of any
portion of the Property encumbered by the Instrument or of any other secured
collateral by other instrument securing payment of the Obligations;
(vi) any modifications, extensions, amendments, consents, releases or
waivers with respect to the Note, the Instrument or any other Document,
including, but not limited to, any other instrument that may now or hereafter
secure the payment of the Obligations or this Guaranty; (vii) Lender’s
failure to give any notice to Guarantor of any default under the Note, the
Instrument or any other Document, including, but not limited to, any other
instrument securing the payment of the Obligations or this Guaranty;
(viii) Guarantor is or becomes liable for any indebtedness owed by Borrower
to Lender other than that which is secured by this Guaranty; or (ix) any
impairment, modification, change, release or limitation of the liability of, or
stay of actions or lien enforcement proceedings against, Borrower, its property,
or its estate in bankruptcy resulting from the operation of any present or
future provision of 11 U.S.C. §101 et. seq. or any other present
or future federal or state insolvency, bankruptcy or similar law (all of the
foregoing hereinafter collectively called “Applicable Bankruptcy Law”) or
from the decision of any court.
 
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13.           Guarantor
agrees and acknowledges that Lender shall not be required to (i) pursue any
other remedies before invoking the benefits of the guaranties contained in this
Guaranty, or (ii) make demand upon or institute suit or otherwise pursue or
exhaust its remedies against Borrower or any surety other than Guarantor or to
proceed against any security now or hereafter existing for the payment of any of
the Obligations.  Guarantor also acknowledges that Lender may maintain
an action on this Guaranty without joining Borrower in such action and without
bringing a separate action against Borrower.

14.           If
the Note, the Instrument or any other Document cannot be enforced against
Borrower for any reason whatsoever (including but not limited to the legal
defenses of ultra
xxxxx, lack of authority, illegality, force majeure, act of God,
usury or impossibility), such unenforceability shall not affect Guarantor’s
liability under this Guaranty.  Guarantor agrees that it shall be
liable to the extent provided in this Guaranty notwithstanding the fact that
Borrower may be held not to be liable for such Obligations or not liable to the
same extent as Guarantor’s liability.

15.           Guarantor
agrees that in the event that Borrower does not or otherwise is unable to pay
the Obligations for any reason (including, without limitation, liquidation,
dissolution, receivership, conservatorship, insolvency, bankruptcy, assignment
for the benefit of creditors, sale of all or substantially all assets,
reorganization, arrangement, composition, or readjustment of, or other similar
proceedings affecting the status, composition, identity, existence, assets or
obligations of Borrower, or the disaffirmance or termination of any of the
Obligations in or as a result of any such proceeding), Guarantor shall pay the
Obligations to the extent provided by the terms of this Guaranty and such
occurrence shall in no way affect Guarantor’s obligations under this
Guaranty.

16.           Should
the status, structure or composition of Borrower change, Xxxxxxxxx agrees that
this Guaranty shall continue and shall also cover the Recourse Guaranteed Amount
of the Obligations of Borrower under the new status, structure or composition of
Borrower, or of Xxxxxxxx’s successor.  This Guaranty shall remain in
full force and effect notwithstanding any transfer of the Property encumbered by
the Instrument.

17.           In
the event any payment by Borrower to Lender is held to constitute a preference
under any Applicable Bankruptcy Law, or if for any other reason Lender is
required to refund or does refund such payment or pay such amount to any other
party, Guarantor acknowledges that such payment by Borrower to Lender shall not
constitute a release of Guarantor from any liability under this Guaranty, but
Guarantor agrees to pay such amount to Lender upon demand and this Guaranty
shall continue to be effective or shall be reinstated, as the case may be, to
the extent of any such payment or payments.
 
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18.           Guarantor
agrees that it shall not have (i) the right to the benefit of, or to direct
the application of, any security held by Xxxxxx (including the Property covered,
conveyed or encumbered by the Instrument and any other instrument securing the
payment of the Obligations), (ii) any right to enforce any remedy which
Lender now has or hereafter may have against Borrower, or (iii) any right
to participate in any security now or hereafter held by Xxxxxx.

19.           Guarantor
also agrees that it shall not have (i) any defense arising out of the
absence, impairment or loss of any right of reimbursement or subrogation or
other right or remedy of Guarantor against Borrower or against any security
resulting from the exercise or election of any remedies by Xxxxxx (including the
exercise of the power of sale under the Instrument), or (ii) any defense
arising by reason of any disability or other defense of Borrower or by reason of
the cessation, from any cause (other than as a result of payment in full of the
Obligations), of Borrower’s liability under the Note, the Instrument or any
other Document.

20.           Guarantor
agrees that any payment it makes of any amount pursuant to this Guaranty shall
not in any way entitle Guarantor to any right, title or interest (whether by way
of subrogation or otherwise) in and to the Note, the Instrument or any other
Document, or any proceeds attributable to the Note, the Instrument or any other
Document, unless and until the full amount of the Obligations owing to Lender
has been fully paid.  At such time as the full amount of the
Obligations owing to Lender has been fully paid, Guarantor shall be subrogated
as to any payments made by it to Lender’s rights against Borrower and/or any
endorsers, sureties or other guarantors.  For the purposes of the
preceding sentence only, the full amount of the Obligations shall not be deemed
to have been paid in full by foreclosure of the Instrument or by acceptance of a
deed-in-lieu of foreclosure, and Guarantor hereby waives and disclaims any
interest which it might have in the Property encumbered by the Instrument or
other collateral security for the Obligations, by subrogation or otherwise,
following such foreclosure or Xxxxxx’s acceptance of a deed-in-lieu of
foreclosure.

21.           Guarantor
expressly subordinates its rights to payment of any indebtedness owing from
Borrower to Guarantor (including, but not limited to, property management and
construction management fees and leasing commissions, subject, however, to any
rights under those certain Conditional Assignments of Management Agreement and
Subordination of Management Agreement and Management Fees), whether now existing
or arising at any time in the future, to the right of Lender to first receive or
require payment of the Obligations in full (and including interest accruing on
the Note after any petition under Applicable Bankruptcy Law, which post-petition
interest Guarantor agrees shall remain a claim that is prior and superior to any
claim of Guarantor notwithstanding any contrary practice, custom or ruling in
proceedings under such Applicable Bankruptcy Law).  Guarantor further
agrees, upon the occurrence of an Event of Default (subject, however, to any
rights under those certain Conditional Assignments of Management Agreement and
Subordination of Management Agreement and Management Fees), not to accept any
payment or satisfaction of any kind of indebtedness of Borrower to Guarantor or
any security for such indebtedness without Xxxxxx’s prior written
consent.  If Guarantor should receive any such payment, satisfaction
or security for any indebtedness owed by Borrower to Guarantor, Guarantor agrees
to deliver the same without delay to Lender in the form received, endorsed or
assigned for application on account of, or as security for, the Recourse
Liability; until such payment, satisfaction or security is delivered, Guarantor
agrees to hold the same in trust for Lender.
 
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22.           Under
no circumstances shall the aggregate amount paid or agreed to be paid under this
Guaranty exceed the highest lawful rate permitted under applicable usury law
(the “Maximum Rate”) and
the payment obligations of Guarantor hereunder are hereby limited
accordingly.  If under any circumstances, whether by reason of
advancement or acceleration of the unpaid principal balance of the Note or
otherwise, the aggregate amounts paid hereunder shall include amounts which by
law are deemed interest and which could exceed the Maximum Rate, Guarantor
stipulates that payment and collection of such excess amounts shall have been
and will be deemed to have been the result of a mistake on the part of both
Guarantor and Lender, and Lender shall promptly credit such excess (only to the
extent such interest payments are in excess of the Maximum Rate) against the
unpaid principal balance of the Note, and any portion of such excess payments
not capable of being so credited shall be refunded to Guarantor.  The
term “applicable law” as
used in this paragraph shall mean the laws of the Property State (as such term
is defined in the Instrument) or the laws of the United States, whichever laws
allow the greater rate of interest, as such laws now exist or may be changed or
amended or come into effect in the future.

23.           Guarantor
hereby represents, warrants and covenants to and with Lender as follows:
(i) the making of the Loan by Xxxxxx to Borrower is and will be of direct
interest, benefit and advantage to Guarantor; (ii) Guarantor is solvent, is
not bankrupt and has no outstanding liens, garnishments, bankruptcies or court
actions which could render Guarantor insolvent or bankrupt; (iii) there has
not been filed by or against Guarantor a petition in bankruptcy or a petition or
answer seeking an assignment for the benefit of creditors, the appointment of a
receiver, trustee, custodian or liquidator with respect to Guarantor or any
substantial portion of Guarantor’s property, reorganization, arrangement,
rearrangement, composition, extension, liquidation or dissolution or similar
relief under Applicable Bankruptcy Law; (iv) all reports, financial
statements and other financial and other data which have been or may hereafter
be furnished by Guarantor to Lender in connection with this Guaranty are or
shall be true and correct in all material respects and do not and will not omit
to state any fact or circumstance necessary to make the statements contained
therein not misleading and do or shall fairly represent the financial condition
of Guarantor as of the dates and the results of Guarantor’s operations for the
periods for which the same are furnished, and no material adverse change has
occurred since the dates of such reports, statements and other data in the
financial condition of Guarantor; (v) the execution, delivery and
performance of this Guaranty do not contravene, result in the breach of or
constitute a default under any mortgage, deed of trust, lease, promissory note,
loan agreement or other contract or agreement to which Guarantor is a party or
by which Guarantor or any of its properties may be bound or affected and do not
violate or contravene any law, order, decree, rule or regulation to which
Guarantor is subject; (vi) there are no judicial or administrative actions,
suits or proceedings pending or, to the best of Guarantor’s knowledge,
threatened against or affecting Guarantor which would have a material adverse
effect on either the Property or Borrower’s ability to perform its obligations
or involving the validity, enforceability or priority of this Guaranty; and
(vii) this Guaranty constitutes the legal, valid and binding obligation of
Guarantor enforceable in accordance with its terms.

24.           Guarantor
will furnish to Lender the financial statements and other information as to
Guarantor as are described in Section 3.15 of the Instrument, on or before
the deadlines set forth therein.  Guarantor will provide to Lender
such other financial information and statements concerning Guarantor's financial
status as Lender may request from time to time, all of which shall be in form
and substance acceptable to Lender.  Guarantor shall be in default
hereunder if there is any falsity in any material respect or any material
omission in any representation or statement made by Guarantor to Lender or in
any information furnished Lender, by or on behalf of Borrower or Guarantor, in
connection with the Loan and/or any of the Obligations, as determined by Lender
in its sole and absolute discretion.
 
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25.           Xxxxxxxxx
further agrees to the following:

(a)           Where
two or more persons or entities have executed this Guaranty, unless the context
clearly indicates otherwise, all references herein to “Guarantor” shall mean the
guarantors hereunder or either or any of them.  All of the obligations
and liability of said guarantors hereunder shall be joint and
several.  Suit may be brought against said guarantors, jointly and
severally, or against any one or more of them, or less than all of them, without
impairing the rights of Lender against the other or others of said
guarantors.  Lender may compound with any one or more of said
guarantors for such sums or sum as it may see fit and/or release such of said
guarantors from all further liability to Lender for such indebtedness without
impairing the right of Lender to demand and collect the balance of such
indebtedness from the other or others of said guarantors not so compounded with
or released.  However, said guarantors agree that such compounding and
release shall in no way impair the their rights as among
themselves.

(b)           Except
as otherwise provided herein, the rights of Lender are cumulative and shall not
be exhausted by its exercise of any of its rights under this Guaranty or
otherwise against Guarantor or by any number of successive actions, until and
unless all Obligations have been paid and each of the obligations of Guarantor
under this Guaranty have been performed.

(c)           Intentionally
Omitted.

(d)           Any
notice or communication required or permitted under this Guaranty shall be given
in writing, sent by (i) personal delivery, or (ii) expedited delivery
service with proof of delivery, or (iii) United States mail, postage
prepaid, registered or certified mail, sent to the intended addressee at the
address shown below, or to such other address or to the attention of such other
person(s) as hereafter shall be designated in writing by the applicable party
sent in accordance herewith.  Any such notice or communication shall
be deemed to have been given and received either at the time of personal
delivery or, in the case of delivery service or mail, as of the date of first
attempted delivery on a business day at the applicable address and in the manner
provided herein.

(e)           This
Guaranty shall be deemed to have been made under and shall be governed in all
respects by the laws of the Property State.

(f)           This
Guaranty may be executed in any number of counterparts with the same effect as
if all parties hereto had signed the same document.  All such
counterparts shall be construed together and shall constitute one instrument,
but in making proof hereof it shall only be necessary to produce one such
counterpart.

(g)           This
Guaranty may only be modified, waived, altered or amended by a written
instrument or instruments executed by the party against which enforcement of
said action is asserted.  Any alleged modification, waiver, alteration
or amendment which is not so documented shall not be effective as to any
party.

(h)           The
books and records of Xxxxxx showing the accounts between Xxxxxx and Xxxxxxxx
shall be admissible in any action or proceeding arising from this Guaranty as
prima facie evidence
for any claim whatsoever, absent manifest error.
 
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(i)           Guarantor
waives and renounces any and all homestead or exemption rights Guarantor may
have under the United States Constitution, the laws of the Property State, or
the laws of any state as against Guarantor, and Guarantor transfers, conveys and
assigns to Lender a sufficient amount of such homestead or exemption as may be
allowed, including such homestead or exemption as may be set apart in
bankruptcy, to pay and perform the obligations of Guarantor arising under this
Guaranty.  Guarantor hereby directs any trustee in bankruptcy having
possession of such homestead or exemption to deliver to Lender a sufficient
amount of property or money set apart as exempt to pay and perform such
Guarantor obligations.

(j)           The
terms, provisions, covenants and conditions of this Guaranty shall be binding
upon Guarantor, its heirs, devisees, representatives, successors and assigns,
and shall inure to the benefit of Xxxxxx and Xxxxxx’s transferees, credit
participants, successors, assigns and/or endorsees.

(k)           Within
this Guaranty, the words of any gender shall be held and construed to include
any other gender, and the words in the singular number shall be held and
construed to include the plural and the words in the plural number shall be held
and construed to include the singular, unless the context otherwise
requires.

(l)           A
determination that any provision of this Guaranty is unenforceable or invalid
shall not affect the enforceability or validity of any other provision, and any
determination that the application of any provision of this Guaranty to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.  Accordingly, the provisions of this
Guaranty are declared to be severable.

26.           Release or Reduction of
Liability on Replacement Leases.  If one or both of Prentice
Hall or New Cingular Wireless do not renew their leases, then Lender will
consent to reductions in the Applicable Principal Liability in the amounts as
set forth below:

            (a)

            If
      Xxxxxxxx enters into a Prentice Hall Replacement Lease and satisfies the
      Prentice Hall Replacement Lease Requirements with respect thereto, then if
      such Prentice Hall Replacement Lease is for a minimum rental rate equal to
      or in excess of the Prentice Hall Full Release Rental, then, upon written
      request of Borrower or Guarantor, Lender shall consent to a reduction of
      the Applicable Prentice Hall Principal Liability equal to $88.50 per
      square foot for the Prentice Hall Space so leased by such Prentice Hall
      Replacement Lease; alternatively, if such Prentice Hall Replacement Lease
      is for a minimum rental rate within the parameters of the Prentice Hall
      Half Release Rental, and Borrower satisfies the Prentice Hall Replacement
      Lease Requirements with respect thereto, then, upon written request of
      Borrower or Guarantor, Lender shall consent to a reduction of the
      Applicable Prentice Hall Principal Liability equal to $44.25 per square
      foot for the Prentice Hall Space so leased by such Prentice Hall
      Replacement Lease;

            (b)

            If
      Borrower enters into a New Cingular Wireless Replacement Lease and
      satisfies the New Cingular Wireless Replacement Lease Requirements with
      respect thereto, then if such New Cingular Wireless Replacement Lease is
      for a minimum rental rate equal to or in excess of the New Cingular
      Wireless Full Release Rental, then, upon written request of Borrower or
      Guarantor, Lender shall consent to a reduction of the Applicable New
      Cingular Wireless Principal Liability equal to $57.50 per square foot for
      the New Cingular Wireless Space so leased by such New Cingular Wireless
      Replacement Lease; alternatively, if such New Cingular Wireless
      Replacement Lease is for a minimum rental rate within the parameters of
      the New Cingular Wireless Half Release Rental, and Borrower satisfies the
      New Cingular Wireless Replacement Lease Requirements with respect thereto,
      then, upon written request of Borrower or Guarantor, Lender shall consent
      to a reduction of the Applicable New Cingular Wireless Principal Liability
      equal to $28.75 per square foot for the New Cingular Wireless Space so
      leased by such New Cingular Wireless Replacement
  Lease;

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27.           Notwithstanding
the foregoing, if Borrower provides and maintains the letter of credit or cash
deposit in accordance with the provisions set forth in Section 3.3 of the
Loan Agreement, Lender shall resort to collection solely under such letter of
credit or cash deposit so long as Lender recovers under such letter of credit or
cash deposit within two (2) business days after Xxxxxx's delivery of the draw
request under the Letter of Credit or withdrawal request with respect to the
cash deposit; in addition, if Lender resorts to collection also under this
Guaranty and thereafter receives a draw under such letter of credit or
withdrawal with respect to the cash deposit, such draw under such letter of
credit or withdrawal with respect to the cash deposit shall reduce, pro tanto,
the liability of Borrower and Guarantor under this Guaranty.

28.           Borrower
and Guarantor acknowledge and agree that this Guaranty and the recourse
liability for the Recourse Guaranteed Amount, and each of the terms set forth
above, have been reviewed and approved as acceptable to Borrower and Guarantor
with respect to the risk that either Prentice Hall fails to exercise the
Prentice Hall Renewal or New Cingular Wireless fails to exercise the New
Cingular Wireless Renewal, and that the terms of this Guaranty are not, and are
not to be construed in any manner as, any penalty or punishment, but as fair and
reasonable terms to address the risk of such occurrences (which risks are
difficult to ascertain), and as the valid and binding contractual agreement of
Borrower and Guarantor with Lender regarding the recourse liability of Borrower
and Guarantor in the event of such occurrence, in consideration of which the
extension of the Loan on the terms set forth herein is based.

THIS GUARANTY is executed as of the
date and year first above written.

            GUARANTOR:
 
XXXX-XXXX REALTY, L.P.,
      a Delaware limited partnership
 
By:XXXX-XXXX
      REALTY CORPORATION, a Maryland corporation, General Partner
 
By: /s/ Xxxxx Xxxxxxxxx
Name:  Xxxxx
      Xxxxxxxxx
Title:  Executive
      Vice President and Chief Financial Officer
 
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The
address of Guarantor is:
 
              Xxxx-Xxxx
      Realty, L.P.

                c/o Xxxx-Xxxx
      Realty Corporation

                  000 Xxxxxxxx
      Xxxxxx

                    Edison,
      New Jersey  08837

                      Attn:
      Xxxxxxxx X. Xxxxx, President and Chief Executive
  Officer

With a copy to:

            General
      Counsel

            Xxxx-Xxxx
      Realty Corporation

            000 Xxxxxxxx
      Xx.

            Edison,
      New Jersey 08837

            Attention:  Xxxxx
      X. Xxxxxx

The
address of Lender is:

              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA AND VPCM,
  LLC

            c/o Prudential
      Asset Resources

            0000 Xxxx
      Xxxxxx, Xxxxx 0000

            Dallas,
      Texas   75201

            Attention:  Asset
      Management Department;  Reference Loan No. [Loan Number:
      ______]

With a copy to:
 
              THE
      PRUDENTIAL INSURANCE COMPANY OF
AMERICA

            c/o Prudential
      Asset Resources

            0000 Xxxx
      Xxxxxx, Xxxxx 0000

            Dallas,
      Texas   75201

            Attention:  Legal
      Department;  Reference Loan No. [Loan Number:
      ______]

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PARTIAL RECOURSE GUARANTY (Prentice Hall Space and New Cingular Wireless Space)

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