Common use of Failure to Pay Portion of Guaranty Payment by a Member Clause in Contracts

Failure to Pay Portion of Guaranty Payment by a Member. If any Member fails to pay (A) its Proportionate Guaranty Obligation in accordance with Section 3.07(b) or (B) -26- the amounts such Member is required to pay under Section 3.07(c), as applicable, the non-defaulting Member affiliated with the Guarantor that made or was required to make, the payment in question under a Required Guaranty, may elect to either (X) contribute some or all of the amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a capital contribution to the Company (so the Company can reimburse the Guarantor), in which case the Percentage Interests of the Members shall be adjusted as if the non-defaulting Member contributed 150% of the amount of capital actually contributed by the non-defaulting Member, or (Y) treat such amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a Default Loan made to the defaulting Member. If KBS is the defaulting Member under Sections 3.07(b) or (c), then the KBS Credit Party shall guaranty KBS’s payment obligations under these sections. If the JV Member is the defaulting Member under Sections 3.07(b) or (c), then the JV Member Credit Party shall guaranty JV Member’s payment obligations under these sections.

Failure to Pay Portion of Guaranty Payment by a Member. If any Member fails to pay (A) its Proportionate Guaranty Obligation in accordance with Section 3.07(b) or (B) -26- the amounts such Member is required to pay under Section 3.07(c), as applicable, the non-defaulting Member affiliated with the Guarantor that made or was required to make, the payment in question under a Required Guaranty, may elect to either (X) contribute some or all of the amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a capital contribution to the Company (so the Company can reimburse the Guarantor), in which case the Percentage Interests of the Members shall be adjusted as if the non-defaulting Member contributed 150% of the amount of capital actually contributed by the non-defaulting Member, or (Y) treat such amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a Default Loan made to the defaulting Member. If KBS is the defaulting Member under Sections 3.07(b) or (c), then the KBS Credit Party shall guaranty KBS’s payment obligations under these sections. If the JV Member is the defaulting Member under Sections 3.07(b) or (c), then the JV Member Credit Party shall guaranty JV Member’s payment obligations under these sections.

Failure to Pay Portion of Guaranty Payment by a Member. If any Member fails to pay (A) its Proportionate Guaranty Obligation in accordance with Section 3.07(b) or (B) -26- the amounts such Member is required to pay under Section 3.07(c3.07(c)(iii)(2), as applicable, the non-defaulting Member affiliated with the Guarantor that made or was required to make, the payment in question under a Required Guaranty, such guarantor may elect to either (X) contribute some or all of the amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a capital contribution to the Company (so the Company can reimburse the Guarantor), then, in which case accordance with Section 3.02, the Percentage Interests of the Members shall be adjusted as if the non-defaulting Member contributed 150% of the amount of capital actually contributed by the non-defaulting Member, or (Y) treat such amount incurred by the applicable Guarantor that should have been repaid by the defaulting Member as a Default Loan made to the defaulting Member. If KBS is the defaulting Member under Sections 3.07(b) or (cc)(iii)(2), then the KBS Credit Party shall guaranty KBS’s payment obligations under these sections. If the JV Member is the defaulting Member under Sections 3.07(b) or (cc)(iii)(2), then the JV Member Credit Party shall guaranty JV Member’s payment obligations under these sections.

Failure to Pay Portion of Guaranty Payment by a Member. If any Member fails to pay (A) its Proportionate Guaranty Obligation in accordance with Section 3.07(b) or (B) -26- the amounts such Member is required to pay under Section 3.07(c3.07(c)(iii)(2), as applicable, the non-defaulting Member affiliated with the Guarantor that made or was required to make, the payment in question under a Required Guaranty, such guarantor may elect to either (X) contribute some or all of the amount incurred by the applicable Guarantor or Completion Guarantor, as applicable, that should have been repaid by the defaulting Member as a capital contribution to the Company (so the Company can reimburse the Guarantor or Completion Guarantor, as applicable), then, in which case accordance with Section 3.02, the Percentage Interests of the Members shall be adjusted as if the non-defaulting Member contributed 150% of the amount of capital actually contributed by the non-defaulting Member, or (Y) treat such amount incurred by the applicable Guarantor or Completion Guarantor, as applicable that should have been repaid by the defaulting Member as a Default Loan made to the defaulting Member. If KBS Member is the defaulting Member under Sections 3.07(b) or (cc)(iii)(2), then the KBS Credit Party shall guaranty KBSKBS Member’s payment obligations under these sections. If the JV Member is the defaulting Member under Sections 3.07(b) or (cc)(iii)(2), then the JV Member Credit Party shall guaranty JV Member’s payment obligations under these sections.