OR LIABILITY UNDER ANY ENVIRONMENTAL
LAWS APPLICABLE TO THE OPERATIONS OF THE BORROWER, ITS SUBSIDIARIES, QUALIFYING
INVESTMENT AFFILIATES AND SPECIAL QUALIFYING INVESTMENT AFFILIATES OR THE
PROPERTIES FOR WHICH THE BORROWER, ITS SUBSIDIARIES, QUALIFYING INVESTMENT
AFFILIATES OR SPECIAL QUALIFYING INVESTMENT AFFILIATES ARE LIABLE OR COULD
REASONABLY BE EXPECTED TO BE LIABLE, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S AND CONSULTANT'S FEES, INVESTIGATION AND LABORATORY FEES, RESPONSE
COSTS, COURT COSTS AND LITIGATION EXPENSES, EXCEPT TO THE EXTENT THAT ANY OF THE
FOREGOING ARISE OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY
SEEKING INDEMNIFICATION THEREFOR.
THIS INDEMNITY SHALL CONTINUE IN FULL FORCE
AND EFFECT REGARDLESS OF THE TERMINATION OF THIS AGREEMENT; AND
(IV)
PRIOR TO THE ACQUISITION OF A NEW PROPERTY AFTER THE CLOSING DATE,
PERFORM OR CAUSE TO BE PERFORMED AN ENVIRONMENTAL INVESTIGATION, WHICH
INVESTIGATION SHALL AT A MINIMUM COMPLY WITH THE SPECIFICATIONS AND PROCEDURES
70
ATTACHED HERETO AS EXHIBIT H.
IN CONNECTION WITH ANY SUCH INVESTIGATION,
BORROWER SHALL CAUSE TO BE PREPARED A REPORT OF SUCH INVESTIGATION AND MAKE IT
AVAILABLE TO THE ADMINISTRATIVE AGENT, AND ANY LENDER MAY REQUEST THAT
ADMINISTRATIVE AGENT OBTAIN A COPY OF SUCH REPORT.
SUCH REPORT SHALL BE
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT.
7.23
NOTIFICATION OF RATING CHANGE.
The Borrower shall notify the Administrative Agent promptly (but no later than
ten days following the occurrence of any of the following events) if there is
any change in the rating assigned to Borrower's long term unsecured debt
(regardless of whether any such debt is outstanding) or Facility rating from
Moody's or S&P or any substitute rating agency of either of such ratings.
7.24
MAXIMUM REVENUE FROM SINGLE TENANT.
Borrower shall not permit the rent revenue exclusive of tenant reimbursements
received from a single tenant during any quarter (as annualized), to exceed 5%
of total annualized gross revenue (exclusive of tenant reimbursements).
7.25
NEGATIVE PLEDGE.
Borrower agrees that throughout the term of this Facility, no "negative pledge"
on Unencumbered Assets shall be given to any other lender.
7.26
MANAGER.
The Properties (other than the Non-industrial Properties) shall at all times be
managed by the Borrower or a Qualifying Investment Affiliate, except as approved
by the Administrative Agent, in its sole discretion for Properties which in the
aggregate comprise less than 5% of the Borrower's Market Capitalization.
7.27
ACCELERATION NOTICE.
Borrower agrees that it shall, within ten (10) days after receipt of written
notice that any Indebtedness aggregating $5,000,000 or more of Borrower or any
Subsidiary, Qualifying Investment Affiliate or Special Qualifying Investment
Affiliate has been accelerated, provide written notice to the Administrative
Agent of such acceleration.
7.28
LIEN SEARCHES; TITLE SEARCHES.
Borrower shall, upon the Administrative Agent's request therefor given from time
to time, but not more frequently than once during the term of this Facility,
unless a Default shall have occurred and be continuing or such Title Search
indicates a Lien other than a Permitted Lien or another state of facts not
reasonably satisfactory to the Administrative Agent and the