SUBSIDIARY OF THE GUARANTOR FOR FRAUD, WILLFUL MISREPRESENTATION, MISAPPLICATION
OR MISAPPROPRIATION OF CASH, WASTE, ENVIRONMENTAL CLAIMS, DAMAGE TO PROPERTIES,
NON-PAYMENT OF TAXES OR OTHER LIENS DESPITE THE EXISTENCE OF SUFFICIENT CASH
FLOW, INTERFERENCE WITH THE ENFORCEMENT OF LOAN DOCUMENTS UPON MATURITY OR
ACCELERATION, VIOLATION OF LOAN DOCUMENT PROHIBITIONS AGAINST VOLUNTARY OR
INVOLUNTARY BANKRUPTCY FILINGS, TRANSFER OF PROPERTIES OR OWNERSHIP INTERESTS
THEREIN AND LIABILITIES AND OTHER CIRCUMSTANCES CUSTOMARILY EXCLUDED BY LENDERS
FROM EXCULPATION PROVISIONS AND/OR INCLUDED IN SEPARATE INDEMNIFICATION
AGREEMENTS IN NON-RECOURSE FINANCINGS OF REAL ESTATE.
(C)
MINIMUM TANGIBLE NET WORTH.
AS OF THE LAST DAY OF EACH FISCAL
QUARTER, THE REIT WILL HAVE TANGIBLE NET WORTH OF NO LESS THAN $500,000,000.
(D)
RATIO OF INDEBTEDNESS TO TANGIBLE NET TO WORTH. AS OF THE LAST DAY
OF EACH QUARTER, THE REIT WILL HAVE A DEBT TO TANGIBLE NET WORTH RATIO OF NO
MORE THAN 3.0 TO 1.0.
(E)
LIQUIDITY.
AS OF THE LAST DAY OF EACH FISCAL QUARTER, THE REIT
WILL HAVE NO LESS THAN $15,000,000.00 OF CASH.
(F)
FINANCIAL REPORTING.
THE GUARANTOR SHALL MAINTAIN A SYSTEM OF
ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH GAAP.
(G)
REPORTING REQUIREMENTS.
THE GUARANTOR SHALL PROVIDE ALL
INFORMATION, AND TAKE ALL ACTIONS NECESSARY, TO ENABLE EACH BORROWER TO COMPLY
WITH ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT, INCLUDING, WITHOUT LIMITATION,
FINANCIAL STATEMENTS OF THE GUARANTOR.
(H)
NO MATERIAL CHANGE IN BUSINESS.
THE GUARANTOR SHALL NOT MAKE ANY
MATERIAL CHANGE IN THE NATURE OF ITS BUSINESS AS CARRIED ON AT THE DATE OF THIS
GUARANTEE.
(I)
LIMITATION ON DIVIDENDS AND DISTRIBUTIONS. THE GUARANTOR SHALL
NOT 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 INTEREST OF THE GUARANTOR, WHETHER NOW OR HEREAFTER
OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT OF
8
ANY OF THE FOREGOING OR TO ANY SHAREHOLDER OR EQUITY OWNER OF THE GUARANTOR,
EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF
THE GUARANTOR OR ANY OF THE GUARANTOR'S CONSOLIDATED SUBSIDIARIES AT ANY TIME
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT,
EXCEPT THAT, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, THE GUARANTOR MAY MAKE DISTRIBUTIONS IN CASH OR OTHER PROPERTY BUT ONLY
TO THE EXTENT OF THE REIT'S DISTRIBUTABLE SHARE 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.
(J)
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