BELOW OR AT SUCH OTHER ADDRESS OF
WHICH GUARANTORS SHALL HAVE BEEN NOTIFIED; AND
(E)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
15.
INTEGRATION.
THIS GUARANTEE REPRESENTS THE AGREEMENT OF EACH
GUARANTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THERE ARE NO PROMISES OR
REPRESENTATIONS BY BUYER RELATIVE TO THE SUBJECT MATTER HEREOF NOT REFLECTED
HEREIN.
16.
ACKNOWLEDGMENTS.
EACH GUARANTOR HEREBY ACKNOWLEDGES THAT:
(A)
GUARANTOR HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS GUARANTEE AND THE RELATED DOCUMENTS;
(B)
BUYER HAS NO FIDUCIARY RELATIONSHIP TO GUARANTOR, AND THE
RELATIONSHIP BETWEEN BUYER AND GUARANTOR IS SOLELY THAT OF SURETY AND CREDITOR;
AND
(C)
NO JOINT VENTURE EXISTS BETWEEN OR AMONG ANY OF BUYER, GUARANTOR
AND SELLERS.
17.
WAIVERS OF JURY TRIAL.
EACH GUARANTOR AND BUYER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE OR
ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement to be
duly executed and delivered as of the date first above written.
DIVIDEND CAPITAL TOTAL REALTY
OPERATING PARTNERSHIP, LP, a
Delaware limited partnership
By: Dividend Capital Total Realty Trust
Inc., a Maryland corporation, its general
partner
By:
Name:
Title:
Address for Notices:
518 Seventeenth Street,
17th Floor, Denver, Colorado 80202
DIVIDEND CAPITAL TOTAL REALTY
TRUST INC., a Maryland corporation
By:
Name:
Title:
Address for Notices:
518 Seventeenth Street,
17th Floor, Denver, Colorado 80202
JPMORGAN CHASE BANK, N.A., a
national banking association, solely as to
Sections 13, 14 and 17
By:
Name:
Title:
Address for Notices:
270 Park Avenue, 10th
Floor, New York, New York 10017-2014,
Attention:
Mr. Kunal K. Singh