MAY BE.
6.10
INSPECTION RIGHTS. PERMIT REPRESENTATIVES AND INDEPENDENT
CONTRACTORS OF ADMINISTRATIVE AGENT AND EACH LENDER TO VISIT AND INSPECT ANY OF
ITS PROPERTIES, TO EXAMINE ITS CORPORATE, FINANCIAL AND OPERATING RECORDS, AND
MAKE COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES
AND ACCOUNTS WITH ITS DIRECTORS, OFFICERS, AND INDEPENDENT PUBLIC ACCOUNTANTS,
ALL AT THE EXPENSE OF BORROWERS AND AT SUCH REASONABLE TIMES DURING NORMAL
BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY DESIRED, UPON REASONABLE
ADVANCE NOTICE TO ANY COMPANY; PROVIDED, HOWEVER, THAT WHEN AN EVENT OF DEFAULT
EXISTS ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES OR INDEPENDENT CONTRACTORS) MAY DO ANY OF THE FOREGOING AT THE
EXPENSE OF BORROWERS AT ANY TIME DURING NORMAL BUSINESS HOURS AND WITHOUT
ADVANCE NOTICE; AND PROVIDED FURTHER THAT, UNLESS A DEFAULT EXISTS, BORROWERS
SHALL NOT BE REQUIRED REIMBURSE EACH INDIVIDUAL LENDER (EXCLUDING ADMINISTRATIVE
AGENT) FOR SUCH LENDER'S EXPENSES WITH RESPECT TO ANY OF THE FOREGOING MORE THAN
ONE (1) TIME IN ANY PERIOD OF TWELVE (12) CONSECUTIVE MONTHS.
6.11
USE OF PROCEEDS. USE THE PROCEEDS OF THE CREDIT EXTENSIONS FOR
INTERIM FINANCING OF ACQUISITIONS OF PROPERTIES, WORKING CAPITAL, AND GENERAL
CORPORATE PURPOSES NOT IN CONTRAVENTION OF ANY LAW OR OF ANY LOAN DOCUMENT.
6.12
ADDITIONAL GUARANTORS. NOTIFY ADMINISTRATIVE AGENT AT THE TIME THAT
ANY PERSON BECOMES A MATERIAL SUBSIDIARY, AND PROMPTLY THEREAFTER (AND IN ANY
EVENT WITHIN THIRTY (30)
61
DAYS), CAUSE SUCH PERSON TO (A) BECOME A GUARANTOR BY EXECUTING AND DELIVERING
TO ADMINISTRATIVE AGENT A COUNTERPART OF THE GUARANTY OR SUCH OTHER DOCUMENT AS
ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE FOR SUCH PURPOSE, AND (B) DELIVER TO
ADMINISTRATIVE AGENT DOCUMENTS OF THE TYPES REFERRED TO IN CLAUSES (III) AND
(IV) OF SECTION 4.01(A) AND FAVORABLE OPINIONS OF COUNSEL TO SUCH PERSON (WHICH
SHALL COVER, AMONG OTHER THINGS, THE LEGALITY, VALIDITY, BINDING EFFECT AND
ENFORCEABILITY OF THE DOCUMENTATION REFERRED TO IN CLAUSE (A)), ALL IN FORM,
CONTENT AND SCOPE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT.
6.13
REIT STATUS.
AT ALL TIMES, THE TRUST (INCLUDING ITS ORGANIZATION AND METHOD OF OPERATIONS AND
THOSE OF ITS SUBSIDIARIES) SHALL QUALIFY AS A REIT.
ARTICLE VII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any
Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Trust and Borrowers shall not,
nor shall they permit any other Company to, directly or indirectly:
7.01
LIENS. CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
LIEN UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OTHER THAN THE FOLLOWING:
(a)
Liens pursuant to any Loan Document;
(b)
Liens existing on the date hereof and listed on
Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased, (iii) the direct or any contingent obligor with
respect thereto is not changed, and (iv) any renewal or extension of