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6.8
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, DO ALL THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT
AND KEEP THEIR RESPECTIVE PROJECTS AND PROPERTIES, REASONABLY NECESSARY FOR THE
CONTINUOUS OPERATION OF THE PROJECTS, IN GOOD REPAIR, WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
6.9
INSPECTION.
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, PERMIT THE LENDERS UPON REASONABLE NOTICE, BY THEIR RESPECTIVE
REPRESENTATIVES AND AGENTS, TO INSPECT ANY OF THE PROJECTS, CORPORATE BOOKS AND
FINANCIAL RECORDS OF THE BORROWER AND EACH OF ITS SUBSIDIARIES, TO EXAMINE AND
MAKE COPIES OF THE BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF THE BORROWER
AND EACH OF ITS SUBSIDIARIES, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS
OF THE BORROWER AND EACH OF ITS SUBSIDIARIES WITH OFFICERS THEREOF, AND TO BE
ADVISED AS TO THE SAME BY, THEIR RESPECTIVE OFFICERS AT SUCH REASONABLE TIMES
AND INTERVALS AS THE LENDERS MAY DESIGNATE.
6.10
MAINTENANCE OF STATUS;
MODIFICATION OF FORMATION DOCUMENTS.
THE BORROWER SHALL AT ALL TIMES
MAINTAIN
ITS STATUS AS A REAL ESTATE INVESTMENT TRUST IN COMPLIANCE WITH ALL APPLICABLE
PROVISIONS OF THE CODE RELATING TO SUCH STATUS. THE BORROWER SHALL NOT AMEND ANY
OF ITS ARTICLES OF INCORPORATION OR BY-LAWS WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT. THE BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY OF BORROWER TO, ENTER INTO ANY AMENDMENT OR MODIFICATION OF ANY
FORMATION DOCUMENTS OF BORROWER OR SUCH SUBSIDIARY WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT.
6.11
DIVIDENDS.
PROVIDED
THERE IS NO THEN-EXISTING DEFAULT OR (AFTER NOTICE THEREOF TO BORROWER)
UNMATURED DEFAULT HEREUNDER, THE BORROWER AND ITS SUBSIDIARIES SHALL BE
PERMITTED TO DECLARE AND PAY DIVIDENDS ON THEIR CAPITAL STOCK FROM TIME TO TIME
IN AMOUNTS DETERMINED BY BORROWER, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL
BORROWER DECLARE OR PAY DIVIDENDS ON ITS CAPITAL STOCK OR MAKE DISTRIBUTIONS
WITH RESPECT THERETO TO (INCLUDING DIVIDENDS PAID AND DISTRIBUTIONS ACTUALLY
MADE WITH RESPECT TO GAINS ON PROPERTY SALES AND ANY PREFERRED DIVIDENDS OR
DISTRIBUTIONS AS THE BORROWER MAY BE CONTRACTUALLY REQUIRED TO MAKE FROM TIME TO
TIME FROM THE INLAND-RYAN JOINT VENTURES) IF SUCH DIVIDENDS AND DISTRIBUTIONS
PAID ON ACCOUNT OF THE THEN-CURRENT FISCAL QUARTER AND THE THREE IMMEDIATELY
PRECEDING FISCAL QUARTERS, IN THE AGGREGATE SALES FOR SUCH PERIOD, WOULD EXCEED
95% OF FUNDS FROM OPERATIONS FOR SUCH PERIOD PLUS (B) WITHOUT DUPLICATION, ALL
GAINS ON PROPERTY SALES FOR SUCH PERIOD TO THE EXTENT DISTRIBUTIONS WERE
ACTUALLY MADE WITH RESPECT THERETO.
NOTWITHSTANDING THE FOREGOING, THE BORROWER
SHALL BE PERMITTED AT ALL TIMES TO DISTRIBUTE WHATEVER AMOUNT OF DIVIDENDS IS
NECESSARY TO MAINTAIN ITS TAX STATUS AS A REAL ESTATE INVESTMENT TRUST.
6.12
MERGER; SALE OF ASSETS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, WITHOUT
PRIOR NOTICE TO THE ADMINISTRATIVE AGENT AND WITHOUT PROVIDING A CERTIFICATION
OF COMPLIANCE WITH THE LOAN DOCUMENTS ENTER INTO ANY MERGER (OTHER THAN MERGERS
IN WHICH SUCH ENTITY IS THE SURVIVOR AND MERGERS OF