Common use of Rights of Non-Managing Members Relating to the Company Clause in Contracts

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except subject to Section 8.5.C, the Managing Member shall deliver to each Non-Managing Member a copy of any information mailed to all of the common stockholders of CLNS Credit as soon as practicable after such mailing. Except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest interest as a member in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1i) to To obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and Act; (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to To obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year;; and (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to To obtain a copy of this Agreement and the Certificate and all amendments theretothereto (excluding all information regarding any other Member, including, without limitation, such Member’s identity and interests in the Company), together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member that is a Qualifying Party, on request, of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustmentFactor. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing MembersMembers (or any of them), for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business CLNS Credit or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties agreement to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C 8.5C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each MemberMember and that each Member has agreed to contribute in the future, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following each time such a change or adjustmentoccurs. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonablereasonable discretion, any information that (i) the Managing Member reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s 's Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member Members pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing MemberPPRP; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate Articles of Organization and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate Articles of Organization and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member Members may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines Members determine in its their sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes Members believe to be in the nature of trade secrets or other information the disclosure of which the Managing Member Members in good faith believes believe is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s 's Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each MemberMember and that each Member has agreed to contribute in the future, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 thirty (30) days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member;, (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member;, (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and; (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each MemberMember and that each Member has agreed to contribute in the future, and the date on which each became a Member; and (6) to obtain true and full information in connection with the Company operations. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonablereasonable discretion, any information that (i) the Managing Member reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s 's Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except subject to Section 8.5.C, the Managing Member shall deliver to each Non-Managing Member a copy of any information mailed to all of the common stockholders of BrightSpire Capital as soon as practicable after such mailing. Except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s Membership Interest interest as a member in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s own expense: (1i) to To obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and Act; (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to To obtain a copy of the Company’s federal, state and local income tax returns for each Fiscal Year;; and (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to To obtain a copy of this Agreement and the Certificate and all amendments theretothereto (excluding all information regarding any other Member, including, without limitation, such Member’s identity and interests in the Company), together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member that is a Qualifying Party, on request, of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustmentFactor. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing MembersMembers (or any of them), for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business BrightSpire Capital or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties agreement to keep confidential.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s 's Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Member, and the date on which each became a Member. B. The Company shall notify any Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) the Company or the Managing Member is required by law or by agreements with unaffiliated third parties to keep confidential. D. During the Tax Protection Period, the Company shall maintain indebtedness, the repayment of which is secured by all or a portion of the Properties, in an amount not less than Seven Million Dollars ($7,000,000.00). During the Tax Protection Period, the Company shall make available to the Non-Managing Members the opportunity to provide guaranties as to the Company's Debt or otherwise obligate themselves to the Company or the Managing Member (as the case may be) for the repayment of the Company's Debt up to the amount of Seven Million Dollars ($7,000,000.00), all on the same or similar terms as set forth in the Guaranty.

Rights of Non-Managing Members Relating to the Company. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C hereof, each Non-Managing Member shall have the right, for a purpose reasonably related to such Non-Managing Member’s 's Membership Interest in the Company, upon written demand with a statement of the purpose of such demand and at such Non-Managing Member’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the SEC by the Managing Member pursuant to the Exchange Act and (ii) each report or other written communication sent to the shareholders of the Managing Member; (2) to obtain a copy of the Company’s 's federal, state and local income tax returns for each Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Member; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each MemberMember and that each Member has agreed to contribute in the future, and the date on which each became a Member. B. The Company On written request from a Non-Managing Member, the Managing Member shall notify any the Non-Managing Member of the then current Adjustment Factor or any change made to the Adjustment Factor or to the REIT Shares Amount within 30 days following such change or adjustment. C. Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential Amount. On written request from the Non-Managing MembersMember Representative, for such period of time as the Managing Member determines shall notify the Non-Managing Member Representative of the names and addresses of, and the respective number of LLC Units held of record by, the Assignees and Substituted Members, as that information appears in its sole the books and absolute discretion records of the Company. C. The Holders shall have the right, at their option, to be reasonable, guarantee or otherwise obligate themselves with respect to the Developer Note or the Bond Credit Enhancement or any information that other indebtedness of the Company secured by Villa Martinique or other Company real property if Villa Martinique is no longer owned by the Company (icollectively the "Available Indebtedness") (and the Company and the Managing Member believes shall make available at all times during the term of this Agreement the ability for the Holders to be in the nature of trade secrets provide such guaranties or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or could damage the Company or its business or (ii) otherwise obligate themselves to the Company or the Managing Member is required by law (as the case may be)) up to (i) for a period of ten years from the Measurement Date, $30 million and (ii) thereafter, the lesser of $30 million or by agreements the principal amount of the Available Indebtedness (provided, however, that the liability of the Holders in respect of the Available Indebtedness so guaranteed or in respect of which they have become so obligated shall, at the option of such Holder or Holders, be the last dollars of liability on such Available Indebtedness), in a manner, and upon such terms as, such Holders, in their sole and absolute discretion, shall determine. Should any Holder guarantee or otherwise obligate himself, herself, or itself with unaffiliated third parties respect to keep confidentialAvailable Indebtedness, as provided above, then notwithstanding anything in this Agreement that could be construed to the contrary, such Holder shall at all times be liable under such guarantee or obligation, in accordance with the terms of the indemnity agreement to be entered into in accordance with this Section unless such Holder elects to cancel the guarantee of indebtedness or obligation in whole or part following an Exchange of LLC Units. Should such a guaranty or obligation be so canceled in whole or part, such Holder or any other Holder shall have the right to guaranty or obligate itself for such amount or any portion thereof so canceled, in accordance with the terms of the indemnity agreement described above.