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.
(I)
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 MATERIAL LICENSES, PERMITS OR
OTHER APPROVALS NECESSARY FOR THE GUARANTOR TO CONDUCT ITS BUSINESS AND TO
PERFORM ITS OBLIGATIONS UNDER THE REPURCHASE DOCUMENTS AND SHALL CONDUCT ITS
BUSINESS 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 27 OF THE REPURCHASE AGREEMENT.
7
(J)
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) 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.
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 DELIVERED TO THE INTENDED RECIPIENT AT THE "E-MAIL
ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES OF THE
REPURCHASE AGREEMENT OR, WITH RESPECT TO GUARANTOR, AT THE "E-MAIL ADDRESS FOR
NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE