and (ii) the circumstances under which such defenses may arise, and
(iii) the benefits which such defenses might confer upon Guarantor, and (iv) the
legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges
that Guarantor makes this Guaranty with the intent that this Guaranty and all of
the informed waivers herein shall each and all be fully enforceable by Lenders,
and that Lenders are induced to enter into this transaction in material reliance
upon the presumed full enforceability thereof
16. CREDIT AGREEMENT MATTERS.
(a) Guarantor hereby confirms and affirms each of the representations
and warranties of the REIT in Section 4.2 of the Credit Agreement, it being
understood that references to the "REIT" in Section 4.2 shall be deemed to be
references to Guarantor.
(b) Guarantor covenants and agrees that it shall comply with each of
the covenants in Articles 6, 7 and 8 of the Credit Agreement, it being
understood that references to the "REIT" in such Articles shall be deemed to be
references to Guarantor.
17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS GUARANTY HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the
date appearing on the first page of this Guaranty.
"GUARANTOR"
Page 6 of 6
ARDEN REALTY, INC. a Maryland corporation
By
/s/ RICHARD S. DAVIS
Name
Richard S. Davis
Its
Executive Vice President and Chief Financial Officer
Page 7 of 7
EXHIBIT F
FORM OF NOTE
PROMISSORY NOTE
$[
]
July ___, 2005
FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited
partnership ("Borrower"), HEREBY PROMISES TO PAY to the order of
("Lender") the principal sum
of
MILLION DOLLARS
($
) or if less, the aggregate unpaid principal amount of
all "Advances" disbursed by Lender pursuant to Lender's "Pro Rata Share" of the
"Commitment," as such terms are defined in that certain Fourth Amended and
Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended,
supplemented or modified from time to time,