Exhibit 10.3 

This instrument prepared by: 

MARK A. JACOBS, Esq 

BERGMAN AND JACOBS, P.A. 

2001 Hollywood Boulevard, Suite 200 

Hollywood, Fl. 33020 

**GUARANTY AGREEMENT**

IMPROVED PROPERTY LOCATED IN FLORIDA 

THIS GUARANTY AGREEMENT is made this     day of October, 2008, by: 

**THE PBSJ CORPORATION**, a Florida corporation (“**GUARANTOR**,” and if morethan one, then, collectively and jointly and severally, the “**GUARANTOR**”) 

 

AND 

**SUNTRUSTBANK**

a State Bank organized under the laws of Georgia 

 

(“**LENDER**,” such term to include subsequent holders, if any, of the Promissory Note(s) which thisGuaranty secures, unless the context requires otherwise), concerning the obligations of: **POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation** (“**BORROWER**”). 

RECITALS OF FACT: 

A. **POST,BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation**(“**MORTGAGOR**”) is the owner of certain real property located in the State of Florida which is legally described in Exhibit “A” attached hereto andmade a part hereof, the improvements thereon, and all personal property used in connection therewith (hereinafter collectively the “**PROPERTY**”). 

B. **LENDER** previously provided to **BORROWER** financing and **BORROWER**provided to **LENDER** a mortgage on the **PROPERTY** and in connection therewith the **BORROWER** and **MORTGAGOR**and **GUARANTOR**executed and delivered to **LENDER** loan documents, including but not limited to, the following: 

i) that certainPromissory Note dated March 19, 2001 in the original principal amount of $9,000,000.00. 

 

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ii) a Mortgage, Security Agreement and Assignment of Leases, Rents, and Profits (“Mortgage”)dated March 19, 2001, recorded March 21, 2001 in Official Records Book 6218 at Page 4333 of the Public Records of Orange County, Florida. 

iii) an Assignment of Leases, Rents and Profits dated March 19, 2001, recorded March 21, 2001 in Official Records Book 6218 at Page 4368 of the Public Records of Orange County, Florida. 

iv) a Guaranty Agreement dated March 19, 2001 from the **GUARANTOR**. 

v) all other related loan documents. 

C. The **BORROWER** has requested a future advance in the amountof SEVEN MILLION TWO HUNDRED FORTY SIX THOUSAND ONE HUNDRED ELEVEN DOLLARS AND EIGHTY NINE CENTS ($7,246,111.89), pursuant to the terms of the Mortgage. 

D. **LENDER** is providing to **BORROWER** the future advance which shall be secured by the **PROPERTY** and **BORROWER**, in connection therewith, has executed (i) the Future Advance Promissory Notein the principal amount of $7,246,111.89, (ii) the Consolidated Renewal Promissory Note in the amount of $13,600,000.00 that consolidates and renews the Future Advance Promissory Note and the Promissory Note (hereinafter the “Note”)and (iii) a Future Advance, Note and Mortgage Modification Agreement, and (iv) certain other documents creating liens, granting security interests, or otherwise evidencing or securing the loan (hereinafter the “Loan”) by**LENDER** to **BORROWER** (all of which such documents, whether or not listed in the preceding sentence, are hereinafter collectively referred to as the “Loan Documents”). 

E. **LENDER** has required a guaranty of the Loan by **GUARANTOR** and the **LENDER** would not make the Loan but for the guaranty of**GUARANTOR**. 

F. The **GUARANTOR**and the **BORROWER’s**business interest are closely intertwined or **GUARANTOR** hasa substantial ownership interest in **BORROWER**; accordingly, the **GUARANTOR** will substantially benefit from any credit extensions by the **LENDER** to the **BORROWER**. 

G. In consideration of the substantial benefits flowing to **GUARANTOR** by virtue of the Loan, **GUARANTOR** has agreed to fully guarantee any andall debts, obligations and liabilities of the **BORROWER** arising from the Note and the other Loan Documents, and **GUARANTOR** wishes to set forth its guaranty in writing for the benefit of **LENDER**. 

NOW THEREFORE, in consideration of **LENDER**’s agreement to make the Loan to **BORROWER**; in consideration of the terms, covenants andprovisions of the Loan Documents; pursuant to the requirement of **LENDER**; and with the understanding and agreement on the part of **GUARANTOR** that the Loan and other financial accommodations granted by **LENDER** to **BORROWER** areand will be of direct interest, benefit and advantage to **GUARANTOR** and that the Loan and other financial accommodations granted by **LENDER** to **BORROWER** would not be made or granted in the absence of this Guaranty, **GUARANTOR**hereby agrees that the foregoing recitals are true and correct and incorporated herein by this reference, and further states and agrees as follows: 

 

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1. Request to Make Loan. **GUARANTOR** hereby requests **LENDER** to make the Loan to**BORROWER** and to extend credit, to permit credit to remain outstanding and to give financial accommodations to **BORROWER**, as **BORROWER** may desire and as **LENDER** may grant, from time to time, whether to the **BORROWER**alone or to the **BORROWER** and others, and specifically to make the Loan described in the Loan Documents. 

2. Guaranty.

2.1. **GUARANTOR** hereby absolutely, unconditionally, irrevocably and jointly and severally guarantees, full and punctual payment andperformance when due, whether at stated maturity, by acceleration or otherwise, and at all times thereafter, of (a) all principal, interest and any other charges due on the Note as the same may be extended, renewed or modified; (b) allobligations, covenants, and indebtedness arising under any of the Loan Documents, including all other Financial Contract Obligations, as defined in the Loan Documents, and (c) all expenses incurred by **LENDER** in the enforcement andcollection of any of the liabilities or other indebtedness now or hereafter owed by **BORROWER** to **LENDER**, the enforcement of all rights and remedies under the Loan Documents or any other security therefor or the enforcement of any**LENDER**’s rights under this Guaranty Agreement or under any of the Loan Documents (all of the above are hereinafter collectively referred to as the “Liabilities”). 

2.2. Upon the request of **LENDER**, **GUARANTOR** shall immediately pay or perform the Liabilities when they or any of them become due under theterms of any of the Loan Documents. Any amounts received by **LENDER** from any sources and applied by **LENDER** towards the payment of the Liabilities shall be applied in such order of application as **LENDER** may from time to time electin its sole discretion. All Liabilities shall conclusively be presumed to have been created, extended, contracted, or incurred by **LENDER** in reliance upon this Guaranty and all dealings between **BORROWER** and **LENDER** shall likewisebe presumed to be in reliance upon this Guaranty. 

2.3. It is the intention of the **GUARANTOR** and the**LENDER** that the**GUARANTOR’s** obligations hereunder shall be in, but not in excess of, the maximum amount (the “Maximum Guaranty Liability”) permitted by applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts,relief of debtors, dissolution, insolvency or other similar laws applicable to the **GUARANTOR**(“Applicable Law”). To that end, but only if and to the extent such obligations would otherwise be subject to avoidance under ApplicableLaw, the **GUARANTOR’s**obligations hereunder shall be reduced to the maximum amount which, after giving effect thereto, would not, under Applicable Law, render such obligations unenforceable or avoidable under Applicable Law. In no event,however, shall the Maximum Guaranty Liability be reduced to an amount less than the amount the **LENDER** would be entitled to enforce under Applicable Law (e.g., 11 U.S.C. §548 (c)) by virtue of **LENDER’s** having given value tothe **GUARANTOR** in exchange for the Liabilities. This §2.3 is intended solely to preserve the rights of the**LENDER**hereunder to the maximum extent permitted by Applicable Law and neither the**GUARANTO**R nor any other personshall have any right or claim under this §2.3 that would not otherwise be available under Applicable Law. 

 

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3. Renewals, Extensions, and Releases. **GUARANTOR** hereby agrees and consents that, withoutnotice to or further consent by **GUARANTOR**, the obligations of **BORROWER** or any other party for the Liabilities may be renewed, extended, modified, accelerated or released by **LENDER** as **LENDER** may deem advisable in its solediscretion and that any collateral which the **LENDER** may hold or in which the **LENDER** may have an interest may be exchanged, sold, released or surrendered by it, as it may deem advisable in its sole discretion, without impairing oraffecting the obligations of **GUARANTOR** hereunder in any way whatsoever. 

4. Waivers. 

4.1 **GUARANTOR** hereby waives each of the following: 

(a) any and all notice of the acceptance of this Guaranty or of the creation, renewal or accrual of any Liabilities, present or future; 

(b) the reliance of **LENDER** upon this Guaranty; 

(c) notice of the existence or creation of any LoanDocument or of any of the Liabilities; 

(d) protest, presentment, demand for payment, notice of default or nonpayment and notice ofdishonor to or upon **GUARANTOR**, **BORROWER** or any other party liable for any of the Liabilities; 

(e) any and all other noticesor formalities to which **GUARANTOR** may otherwise be entitled, including notice of **LENDER****’s** granting the **BORROWER** any indulgences or extensions of time on payment of any of the Liabilities; and 

(f) promptness in making any claim or demand hereunder. 

4.2 No delay or failure on the part of the **LENDER** in the exercise of any right or remedy against either **BORROWER** or **GUARANTOR**, or any other party against whom **LENDER** may have any right,shall operate as a waiver thereof, and no single or partial exercise by **LENDER** of any right or remedy herein shall preclude other or further exercise thereof or the exercise of any other right or remedy whether contained herein or in the Noteor any of the other Loan Documents. No action of **LENDER** permitted hereunder shall in any way impair or affect this Guaranty. 

4.3**GUARANTOR** acknowledges and agrees that **GUARANTOR** shall be and remain absolutely and unconditionally liable for the full amount of all Liabilities notwithstanding any of the following, and expressly waives the right to assert anydefenses, set-off or counterclaims with respect thereto as to: 

(a) Any or all of the Liabilities being or hereafter becoming invalid orotherwise unenforceable for any reason whatsoever or being or hereafter becoming released or discharged, in whole or in part, whether pursuant to a proceeding under any bankruptcy or insolvency laws or otherwise wherein **GUARANTOR**,**BORROWER**, any general partner thereof, or any other party to the Loan is involved; or 

 

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(b) **LENDER** failing or delaying to properly perfect or continue the perfection of any securityinterest in or lien on any property which secures any of the Liabilities, or to protect the property covered by such security interest or enforce its rights respecting such property or security interest; or 

(c) **LENDER** failing to give notice of any disposition of any property serving as collateral for any Liabilities or failing to dispose of suchcollateral in a commercially reasonable manner; or 

(d) Any changes in the name, legal entity or structure of **BORROWER**, or anytermination, death or dissolution of **BORROWER** or **GUARANTOR** as may be applicable; or 

(e) Any changes in**GUARANTOR’S** status or relationship with **BORROWER**, whether by employment, **GUARANTOR’S** holdings in **BORROWER**, or otherwise; or 

(f) Any other circumstance which might otherwise constitute a defense. 

5. Guaranty of Payment.**GUARANTOR** agrees that their liability hereunder is primary, absolute and unconditional without regard to the liability of any other party. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of payment andperformance (and not a guaranty of collection), without regard to the validity, regularity or enforceability of any of the Liabilities. 

6.Guaranty Effective Regardless of Collateral. This Guaranty is made and shall continue as to any and all Liabilities without regard to any liens or security interests in any collateral; the validity, effectiveness or enforcability of suchliens or security interests; or the existence or validity of any other guaranties or rights of **LENDER** against any other obligors. Any and all such collateral, security, guaranties, and rights against other obligors, if any, may from time totime without notice to or consent of **GUARANTOR**, be granted, sold, released, surrendered, exchanged, settled, compromised, waived, subordinated or modified, with or without consideration, on such terms or conditions as may be acceptable to**LENDER**, without in any manner affecting or impairing the liabilities of **GUARANTOR**. 

7. Additional Credit. Credit orfinancial accommodations may be granted or continued from time to time by **LENDER** to **BORROWER** regardless of **BORROWER****’s** financial or other condition at the time of any such grant or continuation, without notice to orthe consent of **GUARANTOR** and without affecting **GUARANTOR’S** obligations hereunder. **LENDER** shall have no obligation to disclose or discuss with **GUARANTOR** its assessment of the financial condition of **BORROWER**.

8. Rescission of Payments. If at any time payment of any of the Liabilities or any part thereof is rescinded or must otherwise berestored or returned by **LENDER** upon the insolvency, bankruptcy or reorganization of **BORROWER** or under any other circumstances whatsoever, this Guaranty shall continue to be effective or shall (if previously terminated) be reinstated,as the case may be, as if such payment had not been made. 

 

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9. Subrogation. **GUARANTOR** will not exercise any rights which **GUARANTOR** may haveacquired by way of subrogation under this Guaranty, whether acquired by any payment made hereunder or otherwise, unless and until all of the Liabilities have been fully paid. If any payment is made by any person to **GUARANTOR** on account ofsuch subrogation rights at any time when all of the Liabilities have not been paid in full, then **GUARANTOR** will promptly pay any amount so paid to the **LENDER** to be applied to any of the Liabilities, whether matured or unmatured, insuch order and according to such priority as **LENDER** may in its sole discretion determine. 

10. Collateral. As security forthis Guaranty and for any other obligations or liabilities (present or future, absolute or contingent, due or not due) of **GUARANTOR** to **LENDER**, **GUARANTOR** hereby grants to **LENDER** a continuing security interest and lien uponall property of **GUARANTOR** now or at any time hereafter in the possession or custody of **LENDER** for any purpose (including property left in safekeeping or custody), and also upon any deposits or accounts with or any credit or claim ofthe **GUARANTOR** against **LENDER**, existing now or at any time hereafter. **LENDER** is hereby irrevocably and unconditionally authorized and empowered, upon the occurrence of any Event of Default as defined in the Note, to appropriate,seize, foreclose upon, and apply to the payment of the Liabilities, any and all funds, property, securities, deposits, claims or credit balances without demand, advertisement or notice, all of which are hereby expressly waived by **GUARANTOR**.**GUARANTOR** agrees to preserve, protect and maintain such collateral and hereby permits **LENDER** to, any time, take any action it may deem reasonably necessary or appropriate for the care of preservation of such property or of any rightsof **GUARANTOR** therein. 

11. Independent Obligations. The obligations of **GUARANTOR** are independent of the obligations of**BORROWER**, and a separate action or actions for payment, damages or performance may be brought and prosecuted against **GUARANTOR**, whether or not an action is brought against **BORROWER** or the security for **BORROWER’S**obligations, and whether or not **BORROWER** is joined in any such action or actions. **GUARANTOR** expressly waives any requirement that **LENDER** institute suit against **BORROWER** or any other persons, or exercise or exhaust itsremedies or rights against **BORROWER** or against any other person, other guarantors, or other collateral securing all or any part of the Liabilities, prior to enforcing any rights **LENDER** has under this Guaranty or otherwise.**LENDER** may pursue all or any such remedies at one or more different times without in any way impairing its rights or remedies hereunder. **GUARANTOR** hereby further waives the benefit of any statute of limitations affecting theirliabilities hereunder or the enforcement hereof. 

12. Transfer of Liabilities. **LENDER** may, without notice of any kind, sell,assign or transfer all or any of the Liabilities. In any such event each and every immediate and successive assignee, transferee, or holder of all or any of the Liabilities shall have the full right to enforce this Guaranty by suit or otherwise, forthe benefit of such assignee, transferee or holder as fully as if such assignee, 

 

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transferee or holder were herein by name specifically given such right, powers and benefits. **LENDER** shall have an unimpaired right, prior and superiorto that of any such assignee, transferee or holder, to enforce this Guaranty for the benefit of **LENDER**, with regard to those Liabilities which **LENDER** has not sold, assigned or transferred. 

13. Subordination of Indebtedness of **BORROWER** to **GUARANTOR**and Incurrence of Additional Debt. Any indebtedness of **BORROWER** to**GUARANTOR** now or hereafter existing is hereby subordinated to the prior payment in full of the Liabilities. **GUARANTOR** agrees that, until the Liabilities have been paid in full, **GUARANTOR** will not seek, accept or retain for**GUARANTOR’S** own account, any payment (whether for principal, interest or otherwise) from **BORROWER** on account of such subordinated debt. Any payments to **GUARANTOR** on account of such subordinated debt shall be collected andreceived by **GUARANTOR** in trust for **LENDER** and shall be paid over to **LENDER** on account of the Liabilities without impairing or releasing the obligations of **GUARANTOR** hereunder. **GUARANTOR** hereby unconditionally andirrevocably agrees that: 

(a) **GUARANTOR** will not at any time assert against **BORROWER** (or **BORROWER**’s estate in theevent that **BORROWER** becomes the subject of any case or proceeding under any federal or state bankruptcy or insolvency laws) any right or claim to indemnification, reimbursement, contribution or payment for or with respect to any and allamounts **GUARANTOR** may pay or be obligated to pay **LENDER**, including, without limitation, the Liabilities, and any and all obligations which **GUARANTOR** may perform, satisfy or discharge, under or with respect to the Guaranty, and

(b) **GUARANTOR** waives and releases all such rights and claims to indemnification, reimbursement, contribution or payment which**GUARANTOR** may have now or at any time against **BORROWER** (or **BORROWER’S** estate in the event that **BORROWER** becomes the subject of any case or proceeding under any federal or state bankruptcy or insolvency laws).

14. Successors and Assigns. **LENDER** may assign this Guaranty Agreement and all or any of its rights, privileges, interestsand remedies hereunder to any other person or entity whatsoever without notice to or consent by **GUARANTOR**, and in such event the assignee shall be entitled to the benefits of this Guaranty Agreement and to exercise all rights, interests andremedies as fully as **LENDER**. This Guaranty Agreement shall inure to the benefit of and may be relied upon and enforced by any successor or assignee of **LENDER** and by any transferee or subsequent holder of any of the Liabilities.

15. Termination. The Guaranty, including without limitation the covenants in Section 16 hereof, shall terminate only when allof the Liabilities have been paid in full, including all interest thereon, late charges and other charges and fees included within the Liabilities. When the conditions described above have been fully met, **LENDER** will, upon request, furnish to**GUARANTOR** a written cancellation of this Guaranty. 

 

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16. Environmental Provisions. 

16.1 **GUARANTOR** acknowledges that the Mortgage signed by **BORROWER** contains substantial provisions relating to certain environmentalrepresentations and warranties of **BORROWER**, environmental covenants of **BORROWER**, and **BORROWER**’s obligations to remedy certain environmental matters. Such provisions of the Mortgage are hereby incorporated into this Guarantyas though fully set forth, and **GUARANTOR** agrees that **GUARANTOR’S** obligations include without limitation a guaranty of all obligations of the **BORROWER** and all liabilities of **BORROWER** under such provisions. 

16.2 Without limiting the generality of the foregoing, **GUARANTOR** shall defend and indemnify **LENDER** against any and all claims,assertions, demands, judgments, penalties, fines, liabilities, costs, damages and expenses, including court costs and attorneys’ fees and expenses incurred by **LENDER**, whether prior to trial, at trial, or on appeal, in any action againstor involving **LENDER** resulting from any breach of the representations, warranties and covenants in the Mortgage, from the falsity of any representation, and from the discovery of any Hazardous Substance (as defined in the Mortgage) in, upon orover or emanating from the Property. It is the intent of **GUARANTOR** and **LENDER** that **LENDER** shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, forabatement and/or clean-up of, or otherwise with respect to Hazardous Substances by virtue of the interest of **LENDER** in the Property, or as result of **LENDER** exercising any of its remedies under any of the Loan Documents, including butnot limited to **LENDER**’s becoming the owner of the Property by foreclosure or conveyance in lieu of foreclosure. 

17.Financial Statements and Tax Returns. The **GUARANTOR** agrees to furnish to **LENDER** in a form acceptable to the **LENDER** on request, however not less than on an annual basis, not later than April 1st of each year,financial statements, of the **GUARANTOR**. In addition, **GUARANTOR** shall furnish to the **LENDER** on an annual basis, within 30 days of filing, copies of all income tax returns filed by the **GUARANTOR**. 

18. Execution in Counterparts. This Guaranty may be executed in any number of counterparts and by different parties hereto in separatecounterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

19. Notices. Any notice required or permitted to be given hereunder must be in writing and given (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid andregistered or certified with return receipt requested; (b) by delivering the same in person to such party; (c) by transmitting a facsimile copy to the correct facsimile phone number of the intended recipient; or (d) by depositing thesame into the custody of a national overnight commercial delivery service addressed to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) days after posting; in the event of overnight delivery,notices shall be deemed effective on the next business day following deposit with the delivery service; in the event of personal service or facsimile transmission, notices shall be deemed effective when received, except if facsimile transmission isused, then a duplicate original must also be sent out by overnight courier service for next-day delivery. The addresses of the parties shall be as follows: 

 

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**LENDER:**

**SUNTRUSTBANK**

777 Brickell Avenue 

Miami, Fl. 33131 

**GUARANTORS:**

The address shown on page 1 above. 

From time to time either party may designate another or additional addresses for all purposes of this Guaranty by giving the other party no less than ten(10) days’ advance notice of such change of address in accordance with the notice provisions hereof. 

20. **GUARANTOR**, aseither stockholder(s) or affiliate(s) of **BORROWER**, and as such being “Insiders,” as defined in 11 U.S.C. § 101, agrees as follows: 

(A) **GUARANTOR** irrevocably waives and agrees not to assert any claim (as defined in 11 U.S.C. § 101) that **GUARANTOR** may now or hereafter have against the **BORROWER** because of any payments ortransfers made by **GUARANTOR**, or any payment or transfer for which **GUARANTOR** is obligated to make, to **LENDER** under this Guaranty or under any other agreement with a creditor of the **BORROWER**. 

(B) **GUARANTOR’S** obligations under this Guaranty include all amounts paid to **LENDER** by the **BORROWER** later recovered from**LENDER** in a legal proceeding. 

(C) **GUARANTOR’S** obligations under this Guaranty survive the payment in full of the Loanuntil the payment has become final and no longer subject to being set aside or recovered in any legal proceeding. **LENDER** is not required to release any collateral securing **GUARANTOR’S** obligations until one (1) year after theLoan is fully paid. 

(D) **GUARANTOR** hereby expressly waives any express or implied right of subrogation or other right ofreimbursement from the **BORROWER** or the **BORROWER’S** estate and any other right to payment from the **BORROWER** or the **BORROWER**’s estate, arising out of or on account of any sums paid or agreed to be paid by**GUARANTOR** under this Guaranty, whether any such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. 

****21. **WAIVER OF TRIAL BY JURY: GUARANTOR AND LENDER HEREBY IRREVOCABLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHERMAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AGREEMENT , AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN**

 

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**CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS AMATERIAL INDUCEMENT FOR LENDER EXTENDING CREDIT TO BORROWER. FURTHER, GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, NOR THE LENDER’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENTOF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.**

22. Miscellaneous. This Guaranty shall be acontinuing guaranty and shall have been deemed to have been made under and shall, in all respects, including without limitation, matters of construction, validity and performance, be governed by and construed in accordance with the laws of the Stateof Florida. **GUARANTOR**further agrees to execute all documents as may be requested by **LENDER**, from time to time, to reaffirm this Guaranty whether as a result of a future advance of funds to **BORROWER** under the Mortgage, atransfer of the Loan Documents by **LENDER**, or otherwise. This Guaranty shall bind the successors and assigns of **GUARANTOR** (except that **GUARANTOR** may not assign its liabilities under this Guaranty without the prior written consentof **LENDER**, which consent **LENDER** may in its sole direction withhold) and shall inure to the benefit of **LENDER**, its successors, transferees and assigns. In addition, **GUARANTOR** agrees that the covenants and agreements of**GUARANTOR** set forth herein shall be deemed to be the joint and several liabilities of each person comprising **GUARANTOR** herein, if more than one, and if more than one person or entity has guaranteed this Loan, whether by separatedocument or otherwise. Each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Guaranty is held invalid or unenforceable by final and unappealable judgment ofthe court having jurisdiction over the matter and persons, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, its application in other circumstances or theremaining provisions of this Guaranty. **GUARANTOR** hereby agrees that venue as to this Guaranty shall be in the State of Florida, in the County where suit is filed on the Note and Mortgage, irrespective of **GUARANTOR’s** residence,domicile or place of business, and **GUARANTOR** hereby submits to personal jurisdiction within the courts of such county. 

23.TRANSFER OF LOAN: The **Lender** may. at any time, sell, transfer or assign the Note, the Security Instrument and the other Loan Documents, and any and all servicing rights with respect thereto, or grant participations therein or issuemortgage pass through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). **Lender** may forward to each purchaser, transferee, assignee,participant, investor in such Securities or any Rating Agency (as hereinafter defined) rating such securities (collectively the “Investor”) and each prospective Investor, all documents and information which **Lender** now has or mayhereafter acquire relating to the Debt and to Borrower, any Guarantor and the Property, whether furnished by Borrower, any Guarantor or otherwise, as **Lender** determines necessary or desirable. The term “Rating Agency” shall mean eachstatistical rating agency that has assigned a rating to the Securities. 

 

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IN WITNESS WHEREOF, **GUARANTOR** has executed or caused this Guaranty to be executed. 

 
  **GUARANTOR:**  **THE PBSJ CORPORATION**  a Florida corporation
/s/ Candace M. Cochrane
  By: 
/s/ Donald J. Vrana
Witness Signature   DONALD J. VRANAPrint: Candace M. Cochrane  As its: Senior Vice President and   Chief Financial Officer
/s/ Heathes Madonna
   Witness Signature   Print: Heathes Madonna   
 
STATE OF FLORIDA )COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this     day ofOctober, 2008, by DONALD J. VRANA, as Senior Vice President and Chief Financial Officer of THE PBSJ CORPORATION, a Florida Corporation, on behalf of the corporation. He/she (    ) is personally known to me or(    ) has produced as identification a                                        . 

 

/s/ Monica M. Vazquez
NOTARY PUBLIC, STATE OF FLORIDAPrint Name: Monica M. VazquezCommission Number: DD735464
 

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