(EXHIBIT 2.2)
LOAN PURCHASE AGREEMENT
THIS LOAN PURCHASE AGREEMENT ("Agreement"), is executed as of December 15,
1997, by and between PRIME GROUP REALTY, L.P., a Delaware limited partnership
("Purchaser"), and ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance
corporation ("Seller").
RECITALS:
A. Seller holds legal title to a certain mortgage loan described on
Exhibit A attached hereto (the "Loan");
B. The Loan encumbers real property and improvements located in the State
of Illinois, County of ▇▇▇▇, more particularly described on Exhibit B attached
hereto (the "Property"); and
C. Purchaser desires to purchase all of Seller's right, title and
interest in and to the Loan on the terms and subject to the conditions set forth
herein.
AGREEMENT:
NOW THEREFORE, in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser hereby agree as follows:
1. SALE AND PURCHASE.
Seller agrees to sell, convey, and assign to Purchaser, and Purchaser
agrees to purchase and accept from Seller, for the Purchase Price (as
hereinafter defined), on the terms and conditions set forth in this Agreement,
all of Seller's right, title and interest in and to the Loan evidenced and
secured by the documents (the "Loan Documents") described in Exhibit C attached
hereto.
2. PURCHASE PRICE; ▇▇▇▇▇▇▇ MONEY.
(a) The purchase price ("Purchase Price") to be paid by
Purchaser to Seller for the Loan is FIFTY ONE MILLION AND NO/100
DOLLARS ($51,000,000.00).
(b) Purchaser shall pay the Purchase Price to Seller at the
Closing (as defined in Section 6 below) by wire transfer pursuant to
the following wiring instructions:
▇▇▇▇▇▇ Trust and Savings Bank
ABA #▇▇▇▇▇▇▇▇▇
For the benefit of:
Allstate Life Insurance Company Collection Account
Account No. ▇▇▇-▇▇▇-▇
Reference: Mortgage Loan No. 374-001
3. ITEMS TO BE PROVIDED BY SELLER. Upon reasonable notice, Seller
shall make available to Purchaser, for Purchaser's review, at Seller's
offices in Northbrook, Illinois, copies of the Loan Documents.
4. INSPECTION.
(a) Purchaser shall have a period ("Inspection Period") commencing
December 5, 1997 and terminating at 5:00 p.m. Central Standard Time on
December 11, 1997, to make such examinations, studies, inspections and
investigations ("Inspections") regarding the Loan and the Loan Documents as
Purchaser may desire.
(b) Any inspection fee, appraisal fee, engineering fee and other
expense of any kind incurred by Purchaser relating to, or in connection
with, any Inspections will be solely Purchaser's expense. Purchaser agrees
to indemnify and hold Seller, and its successors, assigns and predecessors,
parents, partners, subsidiaries, and affiliated organizations, and the
officers, directors, shareholders, employees, asset managers, partners,
subasset managers, attorneys, agents, members and servants of each of the
foregoing (collectively, the "Seller Parties"), harmless from any and all
(i) liability for the payment of damages, claims and judgments for personal
injury or death to any person and for property damage to the property of
others, including, without limitation, the Property, and for the amount of
all losses, judgments, costs, and expenses, (including reasonable
attorneys' fees, court costs, deposition and other discovery fees and
expenses) of every kind suffered, incurred, sustained by or threatened
against any of the Seller Parties which arise out of any Inspections by
Purchaser or any person or entity conducting such Inspections on behalf of
Purchaser, and (ii) damages, costs of repair and replacement suffered to
the Property caused by Purchaser or any employee, agent, representative,
independent contractor or other person on or at the Property at the request
or direction of Purchaser. The provisions of this Section 4(b) shall
survive the Closing and any termination of this Agreement.
(c) Purchaser shall make such examination, review and investigation
of the facts and circumstances necessary to evaluate the Loan, the Loan
Documents and the Property as it deems necessary or appropriate to form a
basis for its evaluation of the purchase of the Loan.
(d) If Purchaser, in its sole and absolute discretion, is not
satisfied with the results of its Inspections for any reason whatsoever,
Purchaser, as Purchaser's sole and exclusive remedy, shall have the right
to terminate this Agreement by giving written notice of termination to
Seller on or before 5:00 p.m. Central Standard Time on the last day of the
Inspection Period. Upon such termination, neither party hereto shall have
any further rights or obligations hereunder, expect for the Survival
Obligations.
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5. TERMINATION, DEFAULT AND REMEDIES
(a) If Purchaser fails or refuses to consummate the purchase of the
Loan pursuant to this Agreement at the Closing for any reason, other than
termination of this Agreement by Purchaser pursuant to a right to so
terminate expressly set forth in this Agreement or Seller's failure to
perform Seller's obligations under Section 6(b)(i) of this Agreement, or if
prior to or at Closing, Seller discovers that Purchaser has failed to
timely perform any of its other obligations hereunder or that any of
Purchaser's representations or warranties contained in this Agreement are
not true or accurate as of the date made or on the Closing Date, then, such
event shall constitute a default by Purchaser hereunder and Seller may, as
its sole and exclusive remedy, terminate this Agreement by giving written
notice to Purchaser prior to or at the Closing, whereupon neither party
hereto shall have any further right or obligation hereunder, other than the
Survival Obligations.
(b) If Seller fails or refuses to consummate the sale of the Loan
pursuant to this Agreement at the Closing, or if Seller fails to perform
any of Seller's other obligations hereunder, when required, either prior to
or at the Closing, for any reason other than the termination of this
Agreement by Seller pursuant to a right to terminate expressly set forth in
this Agreement or Purchaser's failure to perform Purchaser's obligations
under this Agreement, then Purchaser shall have, as it sole and exclusive
remedy, the right to terminate this Agreement by giving written notice
thereof to Seller prior to or at the Closing, whereupon neither party
hereto shall have any further right or obligation hereunder, other than the
Survival Obligations.
6. CLOSING.
(a) The Closing ("Closing") of the sale of the Loan by Seller to
Purchaser shall occur at Near North Title Insurance Company, Chicago,
Illinois, or any other mutually acceptable location, on or before December
15, 1997 (the "Closing Date"). If the Closing has not occurred by the
Closing Date, and provided that Seller is not in default under this
Agreement, then Seller may terminate this Agreement whereupon neither party
shall have any further right or obligation hereunder, other than the
Survival Obligations.
(b) At the Closing, all of the following shall occur, all of which
shall be deemed concurrent conditions precedent:
(i) Seller, at Seller's sole cost and expense, shall deliver
or cause to be delivered to Purchaser the following:
(A) The original executed promissory note (the
"Note"), together with an Allonge to the Note in the form of
Exhibit D attached hereto.
(B) An Assignment of Mortgage, Assignment of Leases,
Rents and
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Contracts, Security Agreement and Fixture Filing and Other
Documents (the "Assignment") for the Loan Documents and related
rights and liens in the form of Exhibit E attached hereto with
all blanks appropriately completed.
(C) One or more UCC-3 Assignment of Financing
Statement forms (the "UCC-3") evidencing the assignment to
Purchaser of all Seller's right, title and interest in and to any
security interests in personal property and fixtures created by
the Loan Documents and held by Seller which are in effect on the
Closing Date.
(D) The originals of the other Loan Documents.
(E) Intentionally omitted.
(F) An agreement and consent executed by each borrower
party in the form attached hereto as Exhibit F ("Agreement and
Consent").
(ii) Purchaser, at Purchaser's sole cost and expense, shall
deliver or cause to be delivered to Seller the following:
(A) The Purchase Price.
(B) Intentionally Omitted.
(C) A Purchaser's Tax Identification Certificate,
executed by Purchaser, in the form attached hereto as Exhibit G
with all applicable blanks appropriately completed.
(iii) At the Closing, upon receipt of all items to be delivered
to it in accordance with Section 6(b)(i) and (ii) above, Purchaser
shall deliver to Seller the Purchase Price (to be wire transferred in
accordance with the wire transfer instructions contained in Section
2(b) above), and one fully executed counterpart of the document
described in Section 6(b)(ii)(B) above; and Seller, upon receipt of
the foregoing, shall simultaneously deliver to Purchaser the Note, the
executed Allonge, an executed counterpart of the Assignment, the
Agreement and Consent, the executed UCC-3(s) and any original Loan
Documents in Seller's possession and control.
(iv) Purchaser shall pay the escrow fee charged by the Escrow
Agent. Seller and Purchaser shall pay their respective attorneys'
fees for the negotiation and drafting of this Agreement and the
documents described in Section 6(b)(i) and (ii). Purchaser shall pay
all recording fees and the cost of any title insurance coverage or
endorsements that Purchaser elects to obtain.
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7. CONDITIONS PRECEDENT TO PERFORMANCE BY PURCHASER.
(a) Without limitation upon the conditions set forth in Section
6(b)(i) hereof, Purchaser's obligations under this Agreement shall be
contingent and specifically conditioned upon the following:
(i) Seller shall have, in all material respects, delivered,
performed, observed, and complied with all of the items, instruments,
documents, covenants, agreements, and conditions required by this
Agreement to be delivered, performed, observed, and complied with by
Seller prior to or as of the Closing.
(ii) The representations made by Seller in Section 9 of this
Agreement shall be true and correct in all material respects as though
made at and as of the Closing Date, except as otherwise contemplated
by this Agreement or consented to in writing by the Purchaser (it
being understood that representations that speak as of a specified
date shall continue to speak as of the date so specified).
(b) In the event that any of the conditions described in Section 7(a)
hereof have not been satisfied at or prior to the Closing, Purchaser shall
have the option at any time at or before the Closing, to either (i)
terminate this Agreement upon written notice to Seller, whereupon neither
party hereto shall have any further right or obligation hereunder, other
than the Survival Obligations, or (ii) waive such condition and close the
purchase of the Loan in accordance with the terms hereof.
8. CONDITIONS PRECEDENT TO PERFORMANCE BY SELLER.
(a) Without limitation upon the conditions set forth in Section
6(b)(ii) hereof, Seller's obligations under this Agreement shall be
contingent and specifically conditioned upon the following:
(i) Purchaser shall have, in all material respects,
delivered, performed, observed, and complied with all of the items,
instruments, documents, covenants, agreements, and conditions required
by this Agreement to be delivered, performed, observed, and complied
with by Purchaser prior to or as of the Closing.
(ii) The representations and warranties made by Purchaser in
this Agreement shall be true and correct in all material respects on
the date hereof and as though made at and as of the Closing Date,
except as otherwise contemplated by this Agreement or consented to in
writing by the Seller (it being understood that representations and
warranties that speak as of a specified date shall continue to speak
as of the date so specified).
(b) In the event that any of the conditions described in Section 8(a)
hereof have
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not been satisfied by the Closing Date, Seller shall have the option, at
any time on or before the Closing, to either (i) terminate this Agreement
whereupon neither party shall have any further right or obligations
hereunder other than the Survival Obligations, or (ii) waive such condition
and close the sale of the Loan in accordance with the terms hereof.
9. REPRESENTATIONS OF SELLER.
(a) Seller hereby represents to Purchaser that:
(i) Seller is a "United States person" within the meaning of
Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.
(ii) Seller has not assigned, transferred or hypothecated to
any third party any portion of its interest in the Note or any other
Loan Documents which assignment, transfer or hypothecation would
remain in effect after Closing.
(iii) Seller is a duly organized corporation, validly existing
and in good standing under the laws of the State of Illinois.
(iv) Seller has all requisite power and authority to execute,
deliver, and perform all of its obligations under this Agreement and
all instruments and other documents executed and delivered by Seller
in connection herewith.
(v) The execution, delivery and performance of this Agreement
and all instruments and other documents to be executed and delivered
by Seller in connection herewith have been duly authorized by all
necessary action on the part of Seller and do not and will not (A)
require any consent or approval that has not been obtained, or (B)
violate any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having
applicability to Seller or any provision of Seller's charter or
bylaws.
(vi) This Agreement constitutes a legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with
its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting the enforcement of creditors'
rights and general equitable principles with may limit the
availability of equitable remedies.
(vii) Seller has not filed any petition seeking or acquiescing
in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any law relating to
bankruptcy or insolvency, nor, to Seller's knowledge, has any such
petition been filed against Seller. No general assignment of Seller's
property has been made for the benefit of creditors, an no receiver,
master, liquidator or trustee has been appointed for Seller or any of
its properties. Seller is
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not insolvent and the consummation of the transactions contemplated by
this Agreement shall not render Seller insolvent.
(b) The representations of Seller set forth in Section 9(a) hereof
shall be deemed to be made both as of the date hereof and as of the Closing
Date, except to the extent that Seller otherwise notifies Purchaser in
writing at or prior to Closing.
10. DISCLAIMER OF REPRESENTATIONS OR WARRANTIES BY SELLER. EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 9(A) HEREOF, THE LOAN IS BEING SOLD "AS IS"
WITHOUT ANY RECOURSE, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE,
EXPRESS OR IMPLIED. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SECTION 9(A), SELLER HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE LOAN, THE
LOAN DOCUMENTS, THE PROPERTY OR ITS CONDITION.
11. REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATIONS OF
PURCHASER.
(a) Purchaser hereby represents and warrants to Seller that:
(i) Purchaser is a duly formed limited partnership,
validly existing and in good standing under the laws of the State
of Delaware.
(ii) Purchaser has all requisite power and authority to
execute, deliver, and perform all of its obligations and under
this Agreement and all instruments and other documents executed
and delivered by Purchaser in connection herewith.
(iii) The execution, delivery and performance of this
Agreement and all instruments and other documents to be executed
and delivered by Purchaser in connection herewith have been duly
authorized by all necessary action on the part of Purchaser and
do not and will not (A) require any consent or approval of its
shareholders and/or partners, whichever is applicable, that has
not been obtained, or (B) violate any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to Purchaser or any
provision of Purchaser's charter or bylaws and/or partnership
agreement, whichever is applicable.
(iv) This Agreement constitutes a legal, valid and
binding
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obligation of Purchaser enforceable against Purchaser in
accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting the enforcement of
creditors' rights and general equitable principles which may
limit the availability of equitable remedies.
(iv) Purchaser has not filed and is not planning to
file any petition seeking or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any law relating to bankruptcy or
insolvency, nor has any such petition been filed against
Purchaser. No general assignment of Purchaser's property has
been made for the benefit of creditors, and no receiver, master,
liquidator or trustee has been appointed for Purchaser or any of
its properties. Purchaser is not insolvent and the consummation
of the transactions contemplated by this Agreement shall not
render Purchaser insolvent.
(v) Purchaser is a "United States person" within the
meaning of Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended.
(b) Purchaser hereby covenants with Seller as follows:
(i) NOTICE OF PURCHASE. Purchaser shall, promptly after the
Closing, notify the borrower and any other party liable for the Loan
or any portion thereof of Purchaser's purchase of the Loan and direct
that all payments on and communications regarding the Loan be sent to
Purchaser after the Closing Date, and will provide Seller with a copy
of such notice.
(ii) INSURANCE. Purchaser shall be responsible for notifying
all companies providing hazard insurance, collision or any other type
of insurance for the protection of the Property, of the sale of the
Loan to Purchaser as may be required under existing policies.
(iii) INFORMATIONAL TAX REPORTING. Purchaser agrees to assume,
as of the Closing Date, all obligations with respect to federal and
state income tax informational reporting related to the Loan purchased
under this Agreement, including obligations with respect to Forms 1099
and 1098 and back-up withholding. Purchaser further agrees to
cooperate with Seller to the extent necessary to allow Seller to
fulfill any obligations which Seller may have with respect to such
informational reporting for the Loan for the period prior to the
Closing Date.
(iv) CONFORMITY TO LAW. Purchaser agrees to abide by all
applicable state and federal laws, rules and regulations regarding the
handling and maintenance of all documents and records relating to the
Loan purchased hereunder including, but not
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limited to, the length of time such documents and records are to be
retained. Purchaser shall preserve and maintain such documents and
files, and shall require any successor or transferor of any such
documents and files to preserve and maintain such documents and files
for a period equal to the longest of the following: (i) six (6) years
from the closing of the Loan by the lender originally named in the
Loan Documents in accordance with 12 U.S.C. 1821(d)(15)(D), (ii) ten
(10) years from the date of the underlying transaction or the events
documented by such documents and files, or (iii) for such longer
period as may be required by applicable law.
(c) Intentionally Omitted.
(d) The representations, warranties and covenants of Purchaser
contained in this Section 11 shall be deemed to be made both as of the date
hereof and as of Closing and shall survive the Closing or termination of
this Agreement.
12. BROKERS. Neither Purchaser nor Seller has had any dealings with
respect to the Loan, the Loan Documents or the transactions contemplated hereby
with any mortgage or real estate advisor, broker, investment advisory firm or
salesman or any other person or corporation, whether known or unknown to any of
the parties hereto (each a "Broker"), and Purchaser agrees to pay any and all
commissions, fees or other compensation which may become due and payable to any
such Broker as a result of this Agreement or the such party's actions.
13. NOTICES. Any notice or other communications required or permitted
under or given in connection with this Agreement shall be in writing and shall
be addressed as follows:
If to Seller: Allstate Life Insurance Company
Allstate Plaza South
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to: Allstate Life Insurance Company
Allstate Plaza South
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
If to Purchaser: Prime Group Realty, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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With a copy to: Winston & ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Any such notice or other communication shall be deemed given upon the occurrence
of any of the following: (a) the first business day following the day sent by
United States express mail, postage prepaid, return receipt requested; (b) on
the first business day following the day sent by an overnight carrier service
that operates on a nationwide basis; (c) on the third business day following the
day sent by United States certified mail, postage prepaid, return receipt
requested; or (d) on the date delivered by hand to the address above for which a
signed receipt is given, whether or not actually received by the person to whom
directed. From time to time either party may designate another address within
the continental United States for purposes of this Agreement by giving the other
party not less than ten (10) days advance written notice of such change of
address in accordance with the provisions of this Section. Delivery by
facsimile or similar transmission shall not constitute notice hereunder.
14. WAIVER. Any term, condition or provision of this Agreement may be
waived in writing at any time by the party which is entitled to the benefits
thereof.
15. GOVERNING LAW. The terms and provisions hereof shall be governed by,
and construed in accordance with, the substantive laws of the State of Illinois
without regard to conflict of law principles.
16. BINDING AGREEMENT. This Agreement shall be binding upon the heirs,
executors, administrators, personal representatives, successors and assigns of
the parties hereto; provided, however, the foregoing shall not be deemed or
construed to (a) permit the assignment of any of either party's rights or
obligations hereunder or (b) confer any right, title, benefit, cause of action
or remedy upon any person or entity not a party hereto.
17. CONSTRUCTION. Whenever the context hereof so requires, reference to
the singular shall include the plural and the plural shall include the singular;
words denoting gender shall be construed to mean the masculine, feminine or
neuter, as appropriate; and specific enumeration shall not exclude the general,
but shall be construed as cumulative of the general recitation. The headings
contained in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any provision hereof.
18. SEVERABILITY. If any clause or provision of this Agreement is held to
be illegal, invalid or unenforceable under any law applicable to the terms
hereof, then the remainder of this Agreement shall not be affected thereby, and
in lieu of each such clause or provision of this Agreement that is illegal,
invalid or unenforceable, such clause or provision shall be judicially construed
and interpreted to be as similar in substance and content to such illegal,
invalid or unenforceable clause or provision,
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as the context thereof would reasonably suggest, so as to thereafter be legal,
valid and enforceable.
19. COUNTERPARTS. To facilitate execution, this Agreement may be executed
in as many counterparts as may be convenient or required. It shall not be
necessary that the signature and acknowledgment of, or on behalf of, each
party, or that the signature and acknowledgment of all persons required to bind
any party, appear on each counterpart. All counterparts shall collectively
constitute a single instrument. It shall not be necessary in making proof of
this Agreement to produce or account for more than a single counterpart
containing the respective signatures and acknowledgments of each of the parties
hereto.
20. NO ORAL AGREEMENTS. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTION CONTEMPLATED HEREIN,
SUPERSEDES ANY AND ALL PRIOR DISCUSSIONS AND AGREEMENTS (WRITTEN OR ORAL)
BETWEEN SELLER AND PURCHASER WITH RESPECT TO THE TRANSACTION CONTEMPLATED HEREIN
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
21. TIME OF THE ESSENCE. Time is of the essence in the execution and
performance of this Agreement and of each provision hereof.
22. ATTORNEYS' FEES. If either party shall default in the performance of
any of the terms and conditions of this Agreement, the non-defaulting party
shall be entitled to recover all costs, charges, and expenses of enforcing this
Agreement including reasonable attorneys' fees, paralegal fees, and costs,
including, but not limited to, attorneys' and paralegal fees incurred in any
trial or appellate proceedings.
23. RULE OF CONSTRUCTION. The parties acknowledge that each party and its
counsel has reviewed this Agreement, and the parties hereby agree that normal
rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
24. SATURDAY, SUNDAY OR LEGAL HOLIDAY. If any date set forth in this
Agreement for the performance of any obligation by Purchaser or Seller or for
the delivery of any document or notice should be on other than a Business Day,
the compliance with such obligation or delivery shall be deemed acceptable on
the next following Business Day. For purposes of this Agreement, the term
"Business Day" shall mean any day on which banks and federal savings
associations in Chicago, Illinois are required to be open for business.
25. FURTHER ASSURANCES. Seller will, whenever and as often as shall be
reasonably requested to do so by Purchaser, and Purchaser will, whenever and as
often as shall be reasonably requested so to do by Seller, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, any and all
conveyances, assignments and all other instruments and
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documents as may be reasonably necessary to complete the transaction herein
contemplated and to carry out the intent and purposes of this Agreement.
26. AMENDMENTS. This Agreement shall not be amended except by a writing
signed on behalf of the party to be charged with such amendment.
27. NO THIRD PARTY BENEFICIARIES. No person or entity not a party to this
Agreement shall have any third party beneficiary claim or other right hereunder
or with respect thereto.
28. EXHIBITS. Each exhibit referred to in this Agreement is attached
hereto and each such exhibit is hereby incorporated by reference and made a part
hereof as if fully set forth herein.
29. JURY WAIVER. SELLER AND PURCHASER DO HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRAIL BY JURY WITH RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ANY
ACTION OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER TO THIS
AGREEMENT, THE LOAN, THE LOAN DOCUMENTS OR THE PROPERTY (INCLUDING WITHOUT
LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE
VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER
INTO THIS AGREEMENT AND SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS
AGREEMENT.
30. NO ASSIGNMENT. Neither party may assign this Agreement or any right,
liability, or obligation hereunder without the prior written consent of the
other party, which consent may not be unreasonably withheld. Any purported
assignment in violation of this provision shall be null and void.
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EXECUTED UNDER SEAL as of the date first above written.
PURCHASER:
PRIME GROUP REALTY, L.P., a Delaware limited
partnership
By: PRIME GROUP REALTY TRUST, a Maryland
Estate Investment Trust, its general
partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: Executive Vice President
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SELLER:
ALLSTATE LIFE INSURANCE COMPANY, an Illinois
insurance corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Authorized Signatory
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Authorized Signatory
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