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GUARANTY
 th
 Guaranty Republic OP Guarantors KeyBank Agent Lenders Credit Parties
 R E C I T A L S
 th Borrower Loan Agreement Loan th Project
    AGREEMENTS
    
         Section 20.1(a)
    Article 11
  Section
7
 Section 1 Obligations




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Enforcement Costs




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TO THE GREATEST EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS
TO REQUIRE MARSHALLING OF ASSETS BY THE CREDIT PARTIES. WITH RESPECT TO ANY SUIT, ACTION OR
PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A  PROCEEDING ), THE CREDIT PARTIES AND
GUARANTORS IRREVOCABLY (A) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE LOCAL AND FEDERAL COURTS
HAVING JURISDICTION IN THE DISTRICT OF COLUMBIA, AND (B) WAIVE ANY OBJECTION WHICH IT MAY HAVE AT
ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVE ANY CLAIM THAT
ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVE THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.
NOTHING IN THIS GUARANTY SHALL PRECLUDE THE CREDIT PARTIES FROM BRINGING A PROCEEDING IN ANY OTHER
JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE
BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. THE CREDIT PARTIES AND GUARANTORS FURTHER
AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER
APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY LOCAL OR UNITED STATES COURT
SITTING IN DISTRICT OF COLUMBIA AND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE
SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY,
SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.




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GUARANTORS AND THE CREDIT PARTIES (BY THEIR ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE
SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.




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Section
13
     
             THIS GUARANTY, THE NOTE, AND ALL OTHER INSTRUMENTS EVIDENCING AND SECURING THE LOAN
SECURED HEREBY WERE DELIVERED BY GUARANTORS AND ACCEPTED BY AGENT IN THE DISTRICT OF COLUMBIA,
WHICH JURISDICTION THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND THE
UNDERLYING TRANSACTIONS EMBODIED HEREBY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, MATTERS
OF CONSTRUCTION OF THE IMPROVEMENTS AND PERFORMANCE OF THIS GUARANTY AND THE OBLIGATIONS ARISING
HEREUNDER, THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE DISTRICT OF COLUMBIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH JURISDICTION
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.




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[SIGNATURES ON NEXT PAGE]




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GUARANTORS:REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delawarelimited partnershipBy:
    
    Republic Property Trust, a Maryland real estateinvestment trust, its sole general partner
 By:
    /s/ Gary R. SiegelName:
    Gary R. SiegelTitle:
    Chief Operating Officer


                             (SEAL) REPUBLIC PROPERTY TRUST, a Maryland real estate
investment trustBy:
    /s/ Gary R. SiegelName:

    Gary R. SiegelTitle:
    Chief Operating Officer


                             (SEAL)