OF THE AMOUNTS
DETERMINED FOR EACH REMAINING NON-STABILIZED MORTGAGED PROPERTY BY MULTIPLYING
THE UPB OF
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THE RELATED BOND MORTGAGE LOAN (AS SHOWN ON THE MOST RECENTLY UPDATED EXHIBIT B)
TIMES THE APPLICABLE RELEASE FACTOR SPECIFIED IN SECTION 3.3(A)(II).
3.4
TIMING OF RELEASES FROM STABILIZATION ESCROW.
FREDDIE MAC WILL
RELEASE AMOUNTS TO THE GUARANTOR AS REQUIRED PURSUANT TO SECTION 3.2 ON A
QUARTERLY BASIS AS FOLLOWS:
IF A GUARANTOR REQUEST AND APPLICABLE CERTIFICATION
OF COMPLETION OR CERTIFICATION OF STABILIZATION IS RECEIVED (ACCOMPANIED BY ALL
DOCUMENTATION REQUIRED TO BE SUBMITTED BY THE SERVICER UNDER THE SERVICING
AGREEMENT IN CONNECTION WITH SUCH RELEASE) NO LATER THAN THE 15TH DAY OF THE
LAST MONTH IN THE CALENDAR QUARTER AND VERIFIED BY FREDDIE MAC AS TO
COMPLETENESS AND ACCURACY OF CALCULATIONS, FREDDIE MAC WILL RELEASE THE
APPLICABLE ESCROW RELEASE AMOUNT TO THE GUARANTOR NO LATER THAN THE 5TH BUSINESS
DAY OF THE MONTH NEXT FOLLOWING THE END OF SUCH CALENDAR QUARTER, PROVIDED,
HOWEVER, WITH RESPECT TO THE FIRST TWO (2) RELEASES HEREUNDER, FREDDIE MAC SHALL
HAVE UNTIL THE 15TH DAY OF THE MONTH NEXT FOLLOWING THE END OF SUCH CALENDAR
QUARTER TO RELEASE THE APPLICABLE ESCROW RELEASE AMOUNT TO THE GUARANTOR.
3.5
FINAL RELEASE UPON TERMINATION OR 100% STABILIZATION.
THIS
AGREEMENT AND THE ASSIGNMENTS, PLEDGES AND SECURITY INTERESTS CREATED OR GRANTED
BY THIS AGREEMENT SHALL TERMINATE UPON THE EARLIER TO OCCUR OF (I) DISBURSEMENT
OR RELEASE OF ALL FUNDS IN THE STABILIZATION ESCROW IN ACCORDANCE WITH SECTIONS
3.1, 3.2 AND 3.4, OR (II) THE ACHIEVEMENT OF STABILIZATION BY ALL OF THE
REMAINING NON-STABILIZED MORTGAGED PROPERTIES; PROVIDED THAT ANY THEN UNPAID
SPONSOR'S STABILIZATION OBLIGATIONS SHALL HAVE BEEN SATISFIED IN FULL, IN EITHER
OF WHICH EVENTS FREDDIE MAC SHALL PROMPTLY DELIVER TO GUARANTOR ALL REMAINING
FUNDS IN THE STABILIZATION ESCROW.
4.
GUARANTY.
4.1
ABSOLUTE GUARANTY.
GUARANTOR HEREBY ABSOLUTELY, UNCONDITIONALLY
AND IRREVOCABLY GUARANTEES TO FREDDIE MAC THE FULL AND PROMPT PAYMENT WHEN DUE,
WHETHER AT MATURITY OR EARLIER, BY REASON OF ACCELERATION OR OTHERWISE, AND AT
ALL TIMES THEREAFTER, AND THE FULL AND PROMPT PERFORMANCE WHEN DUE, OF ALL OF
THE FOLLOWING:
(A)
ALL ACTUAL OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING REASONABLE
FEES AND OUT OF POCKET EXPENSES OF ATTORNEYS AND EXPERT WITNESSES, INCURRED BY
FREDDIE MAC IN ENFORCING ITS RIGHTS UNDER THIS AGREEMENT.
(B)
THE PAYMENT AND PERFORMANCE OF ALL OF SPONSOR'S STABILIZATION
OBLIGATIONS.
4.2
OBLIGATIONS UNCONDITIONAL.
GUARANTOR'S OBLIGATIONS UNDER THIS
AGREEMENT CONSTITUTE AN UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE AND
NOT MERELY A GUARANTY OF COLLECTION.
4.3
WAIVERS BY GUARANTOR.
THE OBLIGATIONS OF GUARANTOR UNDER THIS
AGREEMENT SHALL BE PERFORMED WITHIN FIVE (5) DAYS OF WRITTEN DEMAND THEREFOR, BY
FREDDIE MAC AND SHALL BE UNCONDITIONAL IRRESPECTIVE OF THE GENUINENESS,
VALIDITY, REGULARITY OR ENFORCEABILITY OF THE REIMBURSEMENT AGREEMENT, AND
WITHOUT REGARD TO ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
LEGAL OR EQUITABLE DISCHARGE OF A SURETY, A GUARANTOR, A BORROWER OR A
MORTGAGOR.
GUARANTOR (TO THE FULLEST EXTENT PERMITTED BY LAW) HEREBY WAIVES THE
BENEFIT OF ALL
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PRINCIPLES OR PROVISIONS OF LAW, STATUTORY