COMPLETION GUARANTY

Completion Guarantee

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PRIME GROUP REALTY TRUST | 330 N WABASH AVENUE, LLC | PRIME GROUP REALTY, LP

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Title: COMPLETION GUARANTY
Date: 3/25/2008
Industry: REOPER Law Firm: Jones Day;Reed Smith Sector: SERVIC

EXHIBIT 10.7

COMPLETION GUARANTY

TO:	GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, AND TO THE NOTE B LENDERS THAT ARE, OR BECOME, PARTIES TO THE LOAN AGREEMENT

THIS COMPLETION GUARANTY ("Guaranty"), dated as of March 18, 2008 is made by PRIME GROUP REALTY, L.P., a Delaware limited partnership (the "Guarantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), as Collateral Agent for the Note B Lenders that are or become a party to the Loan Agreement described below (in such capacity, "Collateral Agent"), and is executed pursuant to (i) that certain Loan Agreement (Loan B) dated as of the date of this Guaranty between 330 N. WABASH AVENUE, L.L.C., a Delaware limited liability company (the "Borrower"), the lenders from time to time a party thereto (the "Note B Lenders"), and Collateral Agent (such Loan Agreement, as it may from time to time be supplemented, modified and amended, being referred to in this Guaranty as the "Agreement"), and (ii) that certain Promissory Note B dated as of the date of this Guaranty executed by Borrower in favor GECC as a lender (such Promissory Note B, together with all promissory notes delivered in substitution or exchange thereof, in each case as the same may be from time to time consolidated, split, amended, modified, extended, renewed, substituted and/or supplemented, shall be collectively referred to in this Guaranty as "Note B"), the provisions of which are incorporated in this Guaranty by reference. Capitalized terms used in this Guaranty and not otherwise defined are used with the meanings set forth in the Agreement or in Note B.

Subject to the terms and conditions set forth in the Agreement, Note B and the Mortgages (as hereinafter defined), the Note B Lenders have agreed to make a loans to the Borrower in the aggregate amount of up to $100,000,000.00 (collectively, "Loan B") to provide a portion of the financing for the Project (as defined in the Agreement). Loan B will be secured by (i) that certain Mortgage, Assignment of Leases, Security Agreement and Fixture Filing and (ii) that certain Leasehold Mortgage, Assignment of Leases, Security Agreement and Fixture Filing (collectively, the "Mortgages"), each executed by the Borrower in favor of the Collateral Agent (on behalf of the Note B Lenders and "Lender A" described therein) and encumbering a portion of the Project. As a condition of the obligation of the Note B Lenders to make Loan B, the Guarantor is required to execute and deliver to Collateral Agent this Guaranty.

To induce the Note B Lenders to make Loan B and for other valuable consideration, the Guarantor agrees as follows:

1. Guaranteed Obligations. The Guarantor absolutely and unconditionally guarantees the punctual and complete payment and performance when due of all of the following obligations of the Borrower (collectively, the "Guaranteed Obligations"):

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(a) the Borrower's obligation to deposit or cause to be deposited into the TI/LC/CapEx/DS Reserve described in Section 34 of Note B an amount equal to the "Reserve Deficiency" described therein, as and when required by Section 34 of Note B;

(b) the Borrower's obligation to complete, in accordance with Section 5.5 of the Agreement, each Stage of Capex Work commenced by Borrower, which obligation includes, as to each such Stage, the obligation to complete all Capex Work for such Stage within the Stage Construction Schedule for such Stage, Lien-free and in accordance with the construction contracts and plans and specifications therefor approved by the Collateral Agent.

The Guarantor agrees that Collateral Agent's damages for any breach of the guaranty set forth in clause (b) above, with respect to any Stage, shall be the positive difference, if any, between,(i) the full cost of completing (in accordance with Section 5.5 of the Agreement) all of the remaining Capex Work for such Stage (as of the date Borrower is in breach of its completion obligation), and (ii) the amount of an then-remaining undisbursed funds in the Stage Budget for such Stage. Guarantor waives any right it may have to assert that any other measure of damages is an applicable or adequate remedy for any breach of the guaranty set forth in clause (b), above.

Upon the occurrence of any Event of Default, all Guaranteed Obligations shall, at the option of Collateral Agent, immediately become due and payable by the Guarantor without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Guarantor, and irrespective of whether any Guaranteed Obligations have then become due and payable by the Borrower or any other Person (each of the Borrower and any such other Person other than Guarantor being referred to in this Guaranty as an "other Borrower Party").

2. Nature of Guaranty. This Guaranty is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future, including (a) interest and other Guaranteed Obligations arising or accruing after bankruptcy of any other Borrower Party or any sale or other disposition of any security for this Guaranty or for the obligations of any other Borrower Party (any such security being referred to in this Guaranty as the "Security"), and (b) any Guaranteed Obligations that survive repayment of Loan B. This Guaranty and any Security for this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Note B Lenders or any other Person upon the bankruptcy, insolvency or reorganization of any other Borrower Party or otherwise, all as though such payment or performance had not occurred. The Guarantor shall have no authority to revoke this Guaranty, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guaranty shall continue to apply notwithstanding such revocation.

3. Obligations Independent. The obligations of the Guarantor under this Guaranty are independent of the obligations of any other Borrower Party under the Loan Documents (such obligations of any other Borrower Party, including the Borrower's obligations in respect of the Guaranteed Obligations, being referred to in this Guaranty as the "Other Obligations") and any Security, and the enforceability of any Security for this Guaranty is

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likewise independent of any such Other Obligations and any other Security. Collateral Agent may bring action against the Guarantor and otherwise enforce this Guaranty or any Security for this Guaranty without bringing action against any other Borrower Party or joining any other Borrower Party in any action against the Guarantor, and otherwise independently of any other right, power or remedy (each, a "Remedy") that may be available to Lender at any time with respect to any Other Obligations or Security. The Guarantor waives any right to require Collateral Agent or Lenders at any time to proceed against any other Borrower Party, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other Remedy in Collateral Agent's or Note B Lenders' power.

4. Action with Respect to Other Obligations or Security. The Guarantor authorizes Collateral Agent and each Note B Lender, without notice or demand and without affecting its liability under or the enforceability of this Guaranty or any Security for this Guaranty, from time to time to:

(a) supplement, modify, amend, renew, extend, accept partial payments or performance on or otherwise change the time, manner or place of payment or performance or the interest rate or other terms or the amount of, or release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer or consent to the transfer of or enter into or give any other agreement, approval, waiver or consent with respect to or in exchange for any Other Obligations or Security or any of the Loan Documents (including release the Fourteenth Floor (as defined in Note B) pursuant to Section 29 of Note B);

(b)

receive and hold additional Security or guaranties;

(c) release any other Borrower Party from any personal liability with respect to any Other Obligations and participate in any bankruptcy or reorganization of any other Borrower Party in such manner as Collateral Agent or such Note B Lender may determine; and

(d) accelerate, settle, compromise, compound, sue for, collect or otherwise liquidate, enforce or deal with any Other Obligations or Security (including judicial or nonjudicial sale or other disposition of any Security), bid and purchase at any sale or other disposition of any Security and apply any Security and any proceeds or other payments received by Collateral Agent or such Note B Lender, in each case in such order and manner as Collateral Agent or such Note B Lender may determine.

5. Waiver of Defenses. The Guarantor waives any defense to the enforcement of this Guaranty or any Security for this Guaranty arising by reason of:

(a) any present or future federal, state or local laws, rules, regulations, ordinances or codes (all such laws, rules, regulations, ordinances or codes being hereinafter referred to collectively as "Laws"), or orders affecting the terms of, or Collateral Agent's or Note B Lenders' Remedies with respect to, any Other Obligations or Security;

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(b) the absence or cessation of personal liability of any other Borrower Party with respect to any Other Obligations;

(d) the failure of any other Borrower Party to properly execute any Loan Document or otherwise comply with applicable legal formalities;

(e) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security;

(f) any discharge or release of any other Borrower Party or any Other Obligations or Security or any impairment or suspension of any Remedies of Collateral Agent or Note B Lenders, whether resulting from any act or omission of Collateral Agent or Note B Lenders or any other Person or by operation of law or otherwise;

(g) any bankruptcy, insolvency or reorganization of any other Borrower Party or any disability or other defense of any other Borrower Party with respect to any Other Obligations or Security;

(h) any failure of Collateral Agent or Note B Lenders to disclose to the Guarantor any information relating to the financial condition, operations, properties or prospects of, or any other matter relating to, any other Borrower Party now or in the future known to Collateral Agent or Note B Lenders (the Guarantor waiving any duty on the part of Collateral Agent or Note B Lenders to disclose such information, including in response to any request by Guarantor to provide such information);

(i) any failure of Collateral Agent or Note B Lenders to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantor;

(j)

any future extensions of credit to any other Borrower Party;

(k) any failure, omission or delay in the exercise or enforcement by Collateral Agent or Note B Lenders of any Remedy against any other Borrower Party or any Security;

(l) any application of proceeds or payments received by Collateral Agent or Note B Lenders to obligations other than the Guaranteed Obligations; or

(m) any other action by Collateral Agent or Note B Lenders, whether authorized by Section 4 of this Guaranty or otherwise, or any omission by Collateral Agent or Note B Lenders or other failure of Collateral Agent or Note B Lenders to pursue, or any delay in pursuing, any other Remedy in Collateral Agent's or Note B Lenders' power.

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The Guarantor further waives: (i) any defense to the recovery by Collateral Agent or Note B Lenders against the Guarantor of any deficiency or otherwise to the enforcement of this Guaranty or any Security for this Guaranty based upon the Collateral Agent's or any Lender's election of any remedy against Guarantor or any other Borrower Party; (ii) any defense or benefits that may be derived from any anti-deficiency and one form of action defenses under applicable laws; (iii) any right to a fair value hearing to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a foreclosure sale; (iv) all benefits of any statute of limitations affecting the Guarantor's liability under or the enforcement of this Guaranty or any Other Obligations or Security; (v) all setoffs and counterclaims; (vi) promptness, diligence, presentment, demand for performance and protest; (vii) notice of nonperformance, default, acceleration, protest or dishonor; (viii) except for any notice otherwise required by applicable Laws that may not be effectively waived by the Guarantor, notice of sale or other disposition of any Security; (ix) notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional Guaranteed Obligations, and all other notices of any kind with respect to any Other Obligations; and (x) any duty of Collateral Agent and/or Note B Lenders to keep the Guarantor apprised of any matter or to answer any inquiries or provide any information with respect to the Borrower, the Project, the Security, or the Loans.

Without limiting the foregoing, or anything else contained in this Guaranty, Guarantor waives all rights and defenses that the Guarantor may have because the Other Obligations are secured by real property. This means, among other things:

(A) The Collateral Agent and Note B Lenders may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower; and

(B) If the Collateral Agent forecloses on any real property collateral pledged by the Borrower: (1) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) the Collateral Agent and Note B Lenders may collect from the Guarantor even if the foreclosure on the real property collateral has destroyed any right the Guarantor may have to collect from the Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Other Obligations are secured by real property.

6. Waiver of Subrogation. For so long as Loan B is outstanding, the Guarantor waives the Guarantor's rights of subrogation and reimbursement and any rights or defenses the Guarantor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to any applicable antideficiency or other Laws limiting or discharging the Borrower's indebtedness. For so long as Loan B is outstanding, the Guarantor shall not exercise, and hereby waives, any rights of subrogation, contribution, indemnity or reimbursement against any other Borrower Party, and waives any right to enforce any Remedy which Collateral Agent or any Note B Lender now has or may in the future have against any other Borrower Party and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by Collateral Agent or any Note B Lender. If the Guarantor nevertheless receives payment of any amount on account of any such subrogation,

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