TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS,
TO INSPECT ANY OF ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH
ITS OFFICERS, ALL TO THE EXTENT REASONABLY REQUESTED BY THE LENDER, SUBJECT TO
THE PROVISIONS SET FORTH IN SECTION 27 OF THE REPURCHASE AGREEMENT.
(K)
TAXES, ETC.
(I)
THE GUARANTOR SHALL PAY AND DISCHARGE OR
CAUSE TO BE PAID AND DISCHARGED, WHEN DUE, OR ADEQUATELY RESERVE FOR THE PAYMENT
OF, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR
UPON ITS INCOME AND PROFITS OR UPON ANY OF ITS PROPERTY, REAL, PERSONAL OR MIXED
(INCLUDING WITHOUT LIMITATION, THE REPURCHASE ASSETS AND THE COLLATERAL) OR UPON
ANY PART THEREOF, AS WELL AS ANY OTHER LAWFUL CLAIMS WHICH, IF UNPAID, MIGHT
BECOME A LIEN UPON SUCH PROPERTIES OR ANY PART THEREOF; EXCEPT FOR ANY SUCH
TAXES AS ARE APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES ARE PROVIDED.
(II)
THE GUARANTOR SHALL FILE ON A TIMELY BASIS
ALL FEDERAL, STATE AND LOCAL TAX AND INFORMATION RETURNS, REPORTS AND ANY OTHER
INFORMATION STATEMENTS OR SCHEDULES REQUIRED TO BE FILED BY OR IN RESPECT OF IT
AND PAY ALL TAXES DUE PURSUANT TO SUCH RETURNS, REPORTS AND OTHER INFORMATION
STATEMENTS OR SCHEDULES OR PURSUANT TO ANY ASSESSMENT RECEIVED BY IT.
9
(L)
TRANSACTIONS WITH AFFILIATES.
THE
GUARANTOR SHALL NOT, AND SHALL ENSURE THAT NONE OF ITS DIRECT OR INDIRECT
SUBSIDIARIES SHALL, ENTER INTO ANY TRANSACTION, INCLUDING, WITHOUT LIMITATION,
THE PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY OR ASSETS OR THE RENDERING OR
ACCEPTING OF ANY SERVICE, BUT EXCLUDING INDEMNIFICATIONS OF OFFICERS AND
DIRECTORS, EQUITY AWARDS OR GRANTS, BENEFIT PLANS AND ISSUANCES OF CAPITAL
STOCK, WITH ANY AFFILIATE (OTHER THAN A DIRECT OR INDIRECT SUBSIDIARY OF THE
GUARANTOR), UNLESS SUCH TRANSACTION IS (A) NOT OTHERWISE PROHIBITED IN THE
REPURCHASE AGREEMENT OR THIS GUARANTY, (B) IN THE ORDINARY COURSE OF THE
GUARANTOR'S BUSINESS AND (C) UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO
THE GUARANTOR OR SUCH SUBSIDIARY, AS THE CASE MAY BE, THAN IT WOULD OBTAIN IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON WHICH IS NOT AN AFFILIATE.
12.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER
COMMUNICATIONS PROVIDED FOR HEREIN (INCLUDING WITHOUT LIMITATION ANY
MODIFICATIONS OF, OR WAIVERS, REQUESTS OR CONSENTS UNDER, THIS GUARANTY) SHALL
BE GIVEN OR MADE VIA E-MAIL OR TELECOPIER DELIVERED TO THE INTENDED RECIPIENT AT
THE E-MAIL OR TELECOPIER ADDRESS SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES
OF THE REPURCHASE AGREEMENT OR, WITH RESPECT TO GUARANTOR, AT THE EMAIL OR
TELECOPIER ADDRESS SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGE HEREOF); OR,
AS TO ANY PARTY, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN
AN E-MAIL OR TELECOPIER NOTICE TO EACH OTHER PARTY.
ALL SUCH COMMUNICATIONS
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN AFFIRMATIVELY CONFIRMED BY THE
BUYER IN AN E-MAIL OR TELECOPIER NOTICE TO THE SELLER.
13.
SEVERABILITY.
ANY PROVISION OF THIS
GUARANTY