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 THE
LOAN 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, 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 [6.05] OF THE CREDIT 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 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
9
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.
(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 CREDIT AGREEMENT OR THIS GUARANTEE, (B) IN
THE ORDINARY COURSE OF THE GUARANTOR'S BUSINESS AND (C) UPON FAIR AND REASONABLE
TERMS NO LESS FAVORABLE TO THE GUARANTOR, 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 GUARANTEE) SHALL BE GIVEN OR MADE VIA E-MAIL
DELIVERED TO THE INTENDED RECIPIENT AT THE "E-MAIL ADDRESS FOR NOTICES"