PREPARED IN ACCORDANCE WITH GAAP, AFTER
ELIMINATING ALL AMOUNTS PROPERLY ATTRIBUTABLE TO MINORITY INTERESTS, IF ANY, IN
THE STOCK AND SURPLUS OF SUCH SUBSIDIARIES.
(X)
"REQUIRED LIQUID NET WORTH AMOUNT" SHALL MEAN, AS OF A GIVEN
DATE, AN AMOUNT EQUAL TO: (A) $10,000,000; MINUS (B) AN AMOUNT EQUAL TO (1) THE
AGGREGATE AMOUNT THAT HAS BEEN DISBURSED TO BORROWER PRIOR TO SUCH DATE FROM THE
ROLLOVER RESERVE SUBACCOUNT PURSUANT TO SECTION 3.5 OF THE LOAN AGREEMENT,
MULTIPLIED BY (2) ONE-HALF (1/2); PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE
REQUIRED LIQUID NET WORTH AMOUNT BE LESS THAN $5,000,000.
8
(XI)
"SUBSIDIARY" SHALL MEAN, AS TO ANY PERSON, (A) ANY CORPORATION
MORE THAN 50% OF WHOSE STOCK OF ANY CLASS OR CLASSES HAVING BY THE TERMS THEREOF
ORDINARY VOTING POWER TO ELECT A MAJORITY OF THE DIRECTORS OF SUCH CORPORATION
(IRRESPECTIVE OF WHETHER OR NOT AT THE TIME STOCK OF ANY CLASS OR CLASSES OF
SUCH CORPORATION SHALL HAVE OR MIGHT HAVE VOTING POWER BY REASON OF THE
HAPPENING OF ANY CONTINGENCY) IS AT THE TIME OWNED BY SUCH PERSON AND/OR ONE OR
MORE SUBSIDIARIES OF SUCH PERSON AND (B) ANY PARTNERSHIP, LIMITED LIABILITY
COMPANY, ASSOCIATION, JOINT VENTURE OR OTHER ENTITY IN WHICH SUCH PERSON AND/OR
ONE OR MORE SUBSIDIARIES OF SUCH PERSON HAS MORE THAN A 50% EQUITY INTEREST AT
THE TIME.
(B)
GUARANTOR SHALL NOT, AT ANY TIME WHILE A DEFAULT IN THE PAYMENT OF
THE GUARANTEED OBLIGATIONS HAS OCCURRED AND IS CONTINUING, EITHER (I) ENTER INTO
OR EFFECTUATE ANY TRANSACTION WITH ANY AFFILIATE WHICH WOULD REDUCE THE NET
WORTH OF GUARANTOR, INCLUDING THE PAYMENT OF ANY DIVIDEND OR DISTRIBUTION TO A
SHAREHOLDER, OR THE REDEMPTION, RETIREMENT, PURCHASE OR OTHER ACQUISITION FOR
CONSIDERATION OF ANY STOCK IN GUARANTOR, EXCEPT FOR DIVIDENDS THAT GUARANTOR IS
REQUIRED TO PAY IN ORDER TO MAINTAIN GUARANTOR'S STATUS AS A REAL ESTATE
INVESTMENT TRUST, OR (II) SELL, PLEDGE, MORTGAGE OR OTHERWISE TRANSFER TO ANY
PERSON ANY OF GUARANTOR'S ASSETS, OR ANY INTEREST THEREIN, EXCEPT FOR FAIR
VALUE.
(C)
GUARANTOR SHALL, AT ALL TIMES: (I) CAUSE GUARANTOR'S NET WORTH TO
BE NOT LESS THAN $300,000,000; (II) CAUSE GUARANTOR'S LIQUID NET WORTH TO BE NOT
LESS THAN THE REQUIRED LIQUID NET WORTH AMOUNT; AND (III) CAUSE GUARANTOR'S
AGGREGATE DEBT LEVERAGE RATIO TO BE NOT HIGHER THAN SEVENTY PERCENT (70%).
7.
ENTIRE AGREEMENT/AMENDMENTS. THIS INSTRUMENT REPRESENTS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THE TERMS OF THIS GUARANTY SHALL NOT BE WAIVED, ALTERED, MODIFIED, AMENDED,
SUPPLEMENTED OR TERMINATED IN ANY MANNER WHATSOEVER EXCEPT BY WRITTEN INSTRUMENT
SIGNED BY LENDER AND GUARANTOR.
8.
SUCCESSORS AND ASSIGNS. THIS GUARANTY SHALL BE BINDING UPON
GUARANTOR, AND GUARANTOR'S ESTATE, HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS, MAY NOT BE ASSIGNED OR DELEGATED BY GUARANTOR, AND SHALL INURE TO
THE BENEFIT OF LENDER AND ITS SUCCESSORS AND ASSIGNS.
9.
APPLICABLE LAW AND CONSENT TO JURISDICTION. THIS GUARANTY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE
STATE OF NEW YORK. GUARANTOR