FISCAL QUARTER, THE REIT WILL HAVE TANGIBLE NET WORTH OF NO LESS
THAN $500,000,000.
(D)
RATIO OF INDEBTEDNESS TO TANGIBLE NET TO
WORTH. AS OF THE LAST DAY OF EACH QUARTER, THE REIT WILL HAVE A DEBT TO TANGIBLE
NET WORTH RATIO OF NO MORE THAN 3.0 TO 1.0.
(E)
LIQUIDITY.
AS OF THE LAST DAY OF EACH
FISCAL QUARTER, THE REIT WILL HAVE NO LESS THAN $15,000,000.00 OF CASH.
(F)
FINANCIAL REPORTING.
THE GUARANTOR SHALL
MAINTAIN A SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH
GAAP.
(G)
REPORTING REQUIREMENTS.
THE GUARANTOR SHALL
PROVIDE ALL INFORMATION, AND TAKE ALL ACTIONS NECESSARY, TO ENABLE THE SELLER TO
COMPLY WITH ITS OBLIGATIONS UNDER THE REPURCHASE AGREEMENT, INCLUDING, WITHOUT
LIMITATION, FINANCIAL STATEMENTS OF THE GUARANTOR.
(H)
NO MATERIAL CHANGE IN BUSINESS.
THE
GUARANTOR SHALL NOT MAKE ANY MATERIAL CHANGE IN THE NATURE OF ITS BUSINESS AS
CARRIED ON AT THE DATE HEREOF.
(I)
LIMITATION ON DIVIDENDS AND
DISTRIBUTIONS. THE GUARANTOR SHALL NOT MAKE ANY PAYMENT ON ACCOUNT OF, OR SET
APART ASSETS FOR, A SINKING OR OTHER ANALOGOUS FUND FOR THE PURCHASE,
REDEMPTION, DEFEASANCE, RETIREMENT OR OTHER ACQUISITION OF ANY EQUITY INTEREST
OF THE GUARANTOR, WHETHER NOW OR HEREAFTER OUTSTANDING, OR MAKE ANY OTHER
DISTRIBUTION IN RESPECT OF ANY OF THE FOREGOING OR TO ANY SHAREHOLDER OR EQUITY
OWNER OF THE GUARANTOR, EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR
PROPERTY OR IN OBLIGATIONS OF THE GUARANTOR OR ANY OF THE GUARANTOR'S
CONSOLIDATED SUBSIDIARIES AT ANY TIME FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, EXCEPT THAT, FOLLOWING THE OCCURRENCE AND
DURING THE
8
CONTINUATION OF AN EVENT OF DEFAULT, THE GUARANTOR MAY MAKE DISTRIBUTIONS IN
CASH OR OTHER PROPERTY BUT ONLY TO THE EXTENT OF THE REIT'S DISTRIBUTABLE SHARE
OF THE GUARANTOR 'S NET TAXABLE INCOME AND GAIN (AS DETERMINED FOR FEDERAL
INCOME TAX PURPOSES) WITH RESPECT TO SUCH TAXABLE YEAR, AND ONLY TO THE EXTENT
REASONABLY NECESSARY FOR THE REIT TO SATISFY ITS REIT DISTRIBUTION REQUIREMENT
WITH RESPECT TO SUCH TAXABLE YEAR.
(J)
PRESERVATION OF EXISTENCE; COMPLIANCE
WITH LAW.
THE GUARANTOR SHALL:
(I)
PRESERVE AND MAINTAIN ITS LEGAL
EXISTENCE AND ALL OF ITS MATERIAL RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES
NECESSARY FOR THE OPERATION OF ITS BUSINESS;
(II)
COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, WHETHER NOW
IN EFFECT OR HEREAFTER ENACTED OR PROMULGATED BY ANY APPLICABLE GOVERNMENTAL
AUTHORITY (INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS);
(III)
MAINTAIN ALL LICENSES, PERMITS OR OTHER
APPROVALS NECESSARY FOR THE GUARANTOR TO CONDUCT ITS BUSINESS AND TO PERFORM ITS
OBLIGATIONS UNDER REPURCHASE DOCUMENTS, AND SHALL CONDUCT ITS BUSINESS IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH APPLICABLE LAW;
(IV)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN
WHICH COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED; AND
(V)
PERMIT REPRESENTATIVES OF MLMCI, UPON
REASONABLE NOTICE (UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, IN WHICH CASE, NO PRIOR NOTICE SHALL BE REQUIRED), DURING NORMAL
BUSINESS HOURS,