AVAILABLE, FOR EACH BORROWER) FOR SUCH YEAR, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS YEAR, ACCOMPANIED BY AN OPINION
THEREON OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL
STANDING, WHICH OPINION SHALL NOT BE QUALIFIED AS TO SCOPE OF AUDIT OR GOING
CONCERN AND SHALL STATE THAT SAID CONSOLIDATED FINANCIAL STATEMENTS FAIRLY
PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EACH
GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES (AND, TO THE EXTENT APPLICABLE, FOR
EACH BORROWER) AS AT THE END OF, AND FOR, SUCH FISCAL YEAR IN ACCORDANCE WITH
GAAP, AND A CERTIFICATE OF SUCH ACCOUNTANTS STATING THAT, IN MAKING THE
EXAMINATION NECESSARY FOR THEIR OPINION, THEY OBTAINED NO KNOWLEDGE, EXCEPT AS
SPECIFICALLY STATED, OF ANY DEFAULT OR EVENT OF DEFAULT.
(III)
EACH GUARANTOR COVENANTS AND AGREES THAT SUCH GUARANTOR WILL NOT
CHANGE ITS LEGAL NAME OR PRIMARY PLACE OF BUSINESS WITHOUT HAVING PROVIDED TO
THE ADMINISTRATIVE AGENT THIRTY (30) DAY'S PRIOR WRITTEN NOTICE OF ANY SUCH
CHANGE.
(IV)
EACH GUARANTOR COVENANTS AND AGREES THAT IT SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, WITHIN FORTY-FIVE (45) DAYS OF AFTER THE
END OF EACH FISCAL QUARTER, A STATEMENT OF COMPLIANCE ACCOMPANIED BY A
CERTIFICATE OF A RESPONSIBLE OFFICER, IN THE FORM ATTACHED HERETO AS EXHIBIT A,
(A) STATING THAT EACH OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED
HEREIN HAVE BEEN COMPLIED WITH AND (B) ATTACHING A CURRENT COPY OF SUCH
GUARANTOR'S ORGANIZATIONAL CHART (DEPICTING AND DELINEATING ALL OF SUCH
GUARANTOR'S CONSOLIDATED AND NON-CONSOLIDATED SUBSIDIARIES).
(B)
LIMITATION ON DISTRIBUTIONS.
PARENT SHALL NOT DECLARE OR 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 OR PARTNERSHIP INTEREST OF PARENT, WHETHER NOW OR
13
HEREAFTER OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT THEREOF, EITHER
DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF PARENT,
EXCEPT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, PARENT MAY MAKE SUCH PAYMENTS (X) SOLELY TO THE EXTENT NECESSARY TO
PRESERVE ITS STATUS AS A REIT, OR (Y) BY WAY OF REDEMPTION OR REPURCHASE, IN
CONNECTION WITH THE INTERNALIZATION OF MANAGEMENT, OF EQUITY INTERESTS ISSUED BY
GKK CAPITAL, SO LONG AS THE TOTAL AMOUNT SO PAID TO SLG OR ANY OF ITS AFFILIATES
IN CONNECTION WITH SUCH INTERNALIZATION DOES NOT EXCEED THE $3,000,000, WHETHER
IN CASH OR PROPERTY, THAT IS PERMITTED TO BE PAID UNDER SECTION 13 OF THE SECOND
AMENDMENT, AND SO LONG AS SUCH INTERNALIZATION OTHERWISE COMPLIES WITH THE
REQUIREMENTS OF SECTION 13 OF THE SECOND AMENDMENT.
(C)
[RESERVED].
(D)
[RESERVED].
(E)
[RESERVED].
(F)
[RESERVED].
(G)
[RESERVED].
(H)
[RESERVED].
(I)
[RESERVED].
(J)
[RESERVED].
(K)
[RESERVED].
(L)
BUY BACK OF CAPITAL STOCK.
NO GUARANTOR SHALL BE PERMITTED TO
BUY BACK ANY OF ITS CAPITAL STOCK WHILE THIS GUARANTEE REMAINS IN EFFECT UNLESS
NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER THE CREDIT AGREEMENT.
(M)
REIT STATUS.
PARENT SHALL