AND THE PARTICIPANTS HEREUNDER IS PRIMARY,
ABSOLUTE AND UNCONDITIONAL, EXCEPT AS MAY BE SPECIFICALLY SET FORTH HEREIN.
THIS IS A GUARANTY OF PAYMENT AND NOT OF COLLECTION.
THE OBLIGATIONS OF THE
SPONSOR PURSUANT TO THIS ARTICLE 10 CONSTITUTE A GUARANTEE THAT IS CONTINUING IN
NATURE.
The Servicer may, with the consent of the Required Participants and shall, upon
the written request of the Required Participants, in the event that the
obligations of the Sponsor with respect to a Defaulted Loan have arisen
hereunder, request that the Sponsor purchase the Defaulted Loan and related Loan
Commitment from the Servicer prior to the acceleration of the Defaulted Loan
pursuant to the terms of the applicable Operative Documents for an amount equal
to the Loan Indebtedness with respect to such Defaulted Loan, and Sponsor shall
promptly upon receipt of such request, but subject to Section 10.2 below,
purchase such Defaulted Loan and assume the Loan Commitment related thereto, and
such purchase by the Sponsor shall be deemed to be a payment hereunder in such
amount.
LIMITATION ON GUARANTY OF LOANS. THE OBLIGATION OF THE SPONSOR PURSUANT TO THIS
ARTICLE 10 WITH RESPECT TO THE LOANS AND LOAN COMMITMENTS SHALL BE LIMITED, AS
OF ANY DATE OF DETERMINATION, TO AN AMOUNT (THE "MAXIMUM AMOUNT") EQUAL TO THE
GREATER OF (A) FIFTY PERCENT (50%) OF THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
OF THE LOANS ON SUCH DATE (AFTER GIVING EFFECT TO ANY PAYMENTS, RECOVERIES ON
COLLATERAL OR OTHER RECOVERIES MADE BY THE SERVICER OR ANY PARTICIPANT ON SUCH
DATE WITH RESPECT TO THE LOANS),
(B) THREE (3) TIMES THE LARGEST AGGREGATE
AMOUNT OF ALL LOAN COMMITMENTS (OR IF THE LOAN COMMITMENTS HAVE BEEN TERMINATED,
ALL OUTSTANDING LOANS) MADE TO ANY BORROWER AND ITS BORROWER GROUP AND (C)
$25,000,000; PROVIDED THAT, THE MAXIMUM AMOUNT SHALL NOT ON ANY DATE OF
DETERMINATION EXCEED THE AGGREGATE OUTSTANDING LOAN INDEBTEDNESS OF THE LOANS.
AS A MATERIAL INDUCEMENT TO THE SERVICER'S AND EACH PARTICIPANT'S ENTERING INTO
THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE THAT THE MAXIMUM AMOUNT SHALL
BE REDETERMINED (AND THE OBLIGATION OF THE SPONSOR TO PAY SUCH REPLENISHED
MAXIMUM AMOUNT SHALL BE ENFORCEABLE BY THE SERVICER AND THE PARTICIPANTS
HEREUNDER) ON EACH DAY THAT ANY LOAN INDEBTEDNESS REMAINS OUTSTANDING PURSUANT
TO ANY LOAN REGARDLESS OF (I) ANY PREVIOUS PAYMENTS MADE BY THE SPONSOR
HEREUNDER ON ANY PRIOR DATE, WHETHER OR NOT CONSTITUTING THE MAXIMUM AMOUNT
PAYABLE ON SUCH PRIOR DATE, OR (II) THE NUMBER OF PRIOR DEMANDS MADE BY THE
SERVICER OR THE PARTICIPANTS HEREUNDER; PROVIDED THAT, FOR PURPOSES OF
CALCULATING THE MAXIMUM AMOUNT, (X) ANY DEFAULTED LOAN FOR WHICH A DEMAND HAS
PREVIOUSLY BEEN MADE, OR DEEMED TO HAVE BEEN MADE, PURSUANT TO THIS SECTION 10.2
SHALL NOT BE DEEMED TO BE OUTSTANDING AND (Y) DEMAND SHALL AUTOMATICALLY BE
DEEMED TO HAVE BEEN MADE WITH RESPECT TO EACH DEFAULTED LOAN ON THE DATE ON
WHICH THE SERVICER IS AUTHORIZED TO MAKE A DEMAND ON THE SPONSOR WITH RESPECT TO
SUCH DEFAULTED LOAN PURSUANT TO SECTION 4.3 OF