under the Revolving Credit Agreement, Borrower does not need to
separately deliver such information under this Agreement.
7.2.
USE OF PROCEEDS. THE GENERAL PARTNER AND THE
BORROWER WILL, AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO, USE THE PROCEEDS OF
THE ADVANCES FOR PAYING A PORTION OF THE COST OF ACQUIRING THE WINKLER PORTFOLIO
OR FOR GENERAL CORPORATE PURPOSES. THE GENERAL PARTNER AND THE BORROWER WILL
NOT, NOR WILL THEY PERMIT ANY SUBSIDIARY TO, USE ANY OF THE PROCEEDS OF THE
ADVANCES (I) TO PURCHASE OR CARRY ANY "MARGIN STOCK" (AS DEFINED IN REGULATION G
OR U) OR (II) TO
38
FUND ANY PURCHASE OF, OR OFFER FOR, ANY CAPITAL STOCK OF ANY PERSON, UNLESS SUCH
PERSON HAS CONSENTED TO SUCH OFFER PRIOR TO ANY PUBLIC ANNOUNCEMENTS RELATING
THERETO AND THE REQUIRED LENDERS HAVE CONSENTED TO SUCH USE OF THE PROCEEDS OF
SUCH ADVANCE.
7.3.
NOTICE OF DEFAULT. THE GENERAL PARTNER AND THE
BORROWER WILL GIVE, AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO GIVE, PROMPT
NOTICE IN WRITING TO THE LENDERS OF THE OCCURRENCE OF (I) ANY DEFAULT OR
UNMATURED DEFAULT AND (II) OF ANY OTHER DEVELOPMENT, FINANCIAL OR OTHERWISE,
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
7.4.
CONDUCT OF BUSINESS. THE GENERAL PARTNER AND
THE BORROWER WILL DO, AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO DO, ALL
THINGS NECESSARY TO REMAIN DULY INCORPORATED AND/OR DULY QUALIFIED, VALIDLY
EXISTING AND IN GOOD STANDING AS A REAL ESTATE INVESTMENT TRUST, CORPORATION,
GENERAL PARTNERSHIP OR LIMITED PARTNERSHIP, AS THE CASE MAY BE, IN ITS
JURISDICTION OF INCORPORATION/FORMATION AND MAINTAIN ALL REQUISITE AUTHORITY TO
CONDUCT ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED AND
TO CARRY ON AND CONDUCT ITS BUSINESSES IN SUBSTANTIALLY THE SAME MANNER AS IT IS
PRESENTLY CONDUCTED AND, SPECIFICALLY, NEITHER THE GENERAL PARTNER, THE BORROWER
NOR THEIR RESPECTIVE SUBSIDIARIES WILL UNDERTAKE ANY BUSINESS OTHER THAN THE
ACQUISITION, DEVELOPMENT, OWNERSHIP, MANAGEMENT, OPERATION AND LEASING OF
OFFICE, INDUSTRIAL AND RETAIL PROPERTIES AND ANCILLARY BUSINESSES SPECIFICALLY
RELATED THERETO, INCLUDING ITS THIRD PARTY CONSTRUCTION BUSINESS EXCEPT THAT THE
BORROWER AND ITS SUBSIDIARIES MAY INVEST IN (I) LAND,
(II) NON-OFFICE/INDUSTRIAL/RETAIL PROPERTY HOLDINGS, (III) STOCK HOLDINGS,
(IV) MORTGAGES (V) PASSIVE NON-REAL ESTATE INVESTMENTS AND (VI) JOINT VENTURES
AND PARTNERSHIPS, PROVIDED THAT THE TOTAL INVESTMENT IN THE FIRST CATEGORY
(LAND) SHALL NOT EXCEED 13% OF MARKET CAPITALIZATION, THE TOTAL INVESTMENT IN
ANY ONE OF THE CATEGORIES (II) THROUGH (V) DOES NOT EXCEED TEN PERCENT (10%) OF
MARKET CAPITALIZATION, THE TOTAL INVESTMENT IN THE SIXTH CATEGORY (JOINT
VENTURES AND PARTNERSHIPS) DOES NOT EXCEED 20% OF MARKET CAPITALIZATION, AND THE
TOTAL INVESTMENT IN ALL OF THE FOREGOING INVESTMENT CATEGORIES IN THE AGGREGATE
IS LESS THAN OR EQUAL TO TWENTY-FIVE PERCENT (25%) OF MARKET CAPITALIZATION.
NOTWITHSTANDING THE FOREGOING BORROWER SHALL BE PERMITTED TO MAKE INVESTMENTS IN
ASSETS BASED IN CANADA OR MEXICO PROVIDED THE LEASES ON THOSE ASSETS ARE PAID IN
UNITED STATES DOLLARS OR CANADIAN DOLLARS AND BORROWER'S INVESTMENT IN SAME
SHALL NOT EXCEED 10% OF MARKET CAPITALIZATION. FOR THE PURPOSES OF