Common use of Unencumbered Operating Properties Clause in Contracts

Unencumbered Operating Properties. (a) The Borrower and the Guarantor shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) at least seventy-five percent (75%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; (ii) as of the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) no more than thirty-five (35%) of the Asset Value of the Unencumbered Operating Properties is located in any one city or metropolitan area; and (iv) no one tenant shall comprise more than seven percent (7%) [ten percent (10%) if the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Properties. (b) The Borrower shall provide to the Agent as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer of the Borrower or the Guarantor, as applicable, of the Asset Values and that such Unencumbered Operating Properties are in compliance with Section 7.15(a), and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer of the Borrower or the Guarantor, as applicable. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and Walden shall (subject xx xxe caveat set forth in the Guarantor shall definition of Unencumbered Operating Properties) at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) the Unencumbered Operating Properties shall consist solely of Real Estate which has an aggregate occupancy level (on a portfolio basis) of at least seventy-five ninety percent (7590%) for the previous four (4) fiscal quarters of the Borrower based on bona fide arms-length tenant leases requiring current rental payments; and (ii) no more than thirty percent (30%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; (ii) as of the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) no more than thirty-five (35%) of the Asset Value of the Unencumbered Operating Properties is may be located in any one city or metropolitan area; and area (iv) no one tenant it being agreed that Dallas and Fort Worth and their respective suburbs shall comprise more than seven percent (7%) [ten percent (10%) if be considered as separate cities for the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Propertiespurposes hereof). (b) The Borrower shall provide to the Agent and each of the Banks as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer the chief financial or chief accounting officer of the sole general partner of the Borrower or the Guarantor, as applicable, of the Asset Values and that such Unencumbered Operating Properties properties are in compliance with Section 7.15(a)7.14(a) and Section 9.1, and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow and capital expenditures for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer the chief financial or chief accounting officer of the Borrower or sole general partner of the GuarantorBorrower, as applicableand (iv) that the Unencumbered Operating Properties comply with the terms of Section Section 6.17 and 6.20. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income value and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and the Guarantor Borrowers shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) the Unencumbered Operating Properties shall consist solely of Real Estate which has an aggregate occupancy level (on a portfolio basis) of at least seventy-five ninety percent (7590%) for the previous four (4) fiscal quarters of the Borrowers based on bona fide arms-length tenant leases requiring current rental payments; and (ii) no more than thirty percent (30%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; may be located in any one city or metropolitan area (ii) it being agreed that Dallas and Fort Worth and their respective suburbs shall be considered as of separate cities for the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) purposes hereof); provided that no more than thirty-five forty percent (3540%) of the Asset Value of the Unencumbered Operating Properties is may be located in any one city or metropolitan area; and (iv) no one tenant shall comprise more than seven percent (7%) [ten percent (10%) if the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors ServiceHouston, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating PropertiesTexas. (b) The Borrower Borrowers shall provide to the Agent and each of the Banks as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer the chief financial or chief accounting officer of Xxxxxx, for itself and as the Borrower or the Guarantor, as applicable, sole general partner of WDOP of the Asset Values and that such Unencumbered Operating Properties properties are in compliance with Section 7.15(a)7.14(a) and Section 9.1, and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow and capital expenditures for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer the chief financial or chief accounting officer of Xxxxxx, for itself and as the Borrower or sole general partner of WDOP, and (iv) that the Guarantor, as applicableUnencumbered Operating Properties comply with the terms of Section 6.17 and 6.20. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income value and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and the Guarantor shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: : (i) at least seventy-five percent (75%) of the aggregate Asset Value of the Unencumbered Operating Properties constitutes industrial properties; (ii) as of the end of each fiscal quarter, at least eighty-five shall not be less than one hundred fifty percent (85150%) of the total Gross Rentable Area Borrower's unsecured Indebtedness (including without limitation the Obligations) outstanding from time to time; (ii) the Consolidated Cash Flow of the Borrower and its Subsidiaries with respect to the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which for the tenants are paying rent, and at least seventy-seven Test Period shall not be less than twelve percent (7712%) of the total Gross Rentable Area in Borrower's unsecured Indebtedness (including without limitation the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; Obligations) outstanding from time to time; (iii) no more than thirtytwenty-five percent (3525%) of the aggregate Asset Value of the Unencumbered Operating Properties is located in any one city or metropolitan areashall be owned by Investment Partnerships; and and (iv) no one tenant shall comprise more than seven at least fifty percent (750%) [ten percent (10%) if the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Properties. (b) The Borrower shall provide to the Agent as aggregate Asset Value of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer of the Borrower or the Guarantor, as applicable, of the Asset Values and that such Unencumbered Operating Properties are in compliance with Section 7.15(a), and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer of the Borrower or the Guarantor, as applicable. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged Class A institutional quality office buildings, retail, industrial and warehouse properties. In the event that an Unencumbered Operating Property has only been owned by the Borrower or taken by condemnation, then such property shall no longer be a part Subsidiary for a portion of the period for which data is needed to test compliance with this covenant, the Borrower shall annualize the data which is available in such manner as the Agent determines in its sole discretion so as to allow the test to be performed with respect to the full period. In order for the Behavioral Healthcare Facilities to remain Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and (i) the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income and Operating Consolidated Cash Flow of such CBHS for the Test Period must not be less than 1.5 times the Rent Payments payable to Crescent Real Estate following such repair or restoration. Funding VII, L.P. (c"Funding VII") Nothing herein for the Test Period, and (ii) CBHS shall be construed as an obligation in full compliance with its obligations under the Master Lease Agreement in all material respects. In the event that data needed to perform this test is not available for a portion of the Test Period, the Borrower to grant any mortgage, pledge or security interest to shall annualize the data which is available in such manner as the Agent or determines in its sole discretion so as to allow the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower test to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.be performed with

Unencumbered Operating Properties. (a) The Borrower and the Guarantor shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) at least seventy-five seventy percent (7570%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties, which percentage shall be increased to seventy-five percent (75%) on the first anniversary of the Closing Date; (ii) as of the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the -45- tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) no more than thirty-five twenty percent (3520%) of the Asset Value of the Unencumbered Operating Properties is located in any one city or metropolitan area, provided that no more than thirty percent (30%) may be located in Memphis, Tennessee, or any surrounding suburbs, including Olive Branch, Mississippi; and (iv) no one tenant shall comprise more than seven percent (7%) [ten percent (10%) if the tenant has an Implied a Standard & Poor's Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporationbetter] of the Gross Cash Receipts generated by the Unencumbered Operating Properties. (b) The Borrower shall provide to the Agent as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer of the Borrower or the Guarantor, as applicable, of the Asset Values and that such Unencumbered Operating Properties are in compliance with Section 7.15(a), and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow for each of the Unencumbered Operating Properties for the previous four three (43) fiscal quarters certified as true and correct by an Authorized Officer of the Borrower or the Guarantor, as applicable. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and the Guarantor Borrowers shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) the Unencumbered Operating Properties shall consist solely of Real Estate which has an aggregate occupancy level (on a portfolio basis) of at least seventy-five ninety percent (7590%) for the previous four (4) fiscal quarters of the Borrowers based on bona fide arms-length tenant leases requiring current rental payments; and (ii) no more than thirty percent (30%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; may be located in any one city or metropolitan area (ii) it being agreed that Dallas and Fort Worth and their respective suburbs shall be considered as of separate cities for the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) purposes hereof); provided that no more than thirty-five forty percent (3540%) of the Asset Value of the Unencumbered Operating Properties is may be located in any one city or metropolitan area; and (iv) no one tenant Houston, Texas until October, 1998, and thereafter such Asset Values shall comprise more than seven not exceed thirty percent (730%) [ten percent (10%) if the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Propertiesas provided above. (b) The Borrower Borrowers shall provide to the Agent and each of the Banks as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer the chief financial or chief accounting officer of Xxxxxx, for itself and as the Borrower or the Guarantor, as applicable, sole general partner of WDOP of the Asset Values and that such Unencumbered Operating Properties properties are in compliance with Section 7.15(a)7.14(a) and Section 9.1, and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow and capital expenditures for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer the chief financial or chief accounting officer of Xxxxxx, for itself and as the Borrower or sole general partner of WDOP, and (iv) that the Guarantor, as applicableUnencumbered Operating Properties comply with the terms of Section 6.17 and 6.20. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income value and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and the Guarantor shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) the Unencumbered Operating Properties shall consist solely of Real Estate which has an aggregate physical occupancy level (on a portfolio basis) of at least seventy-five percent (75%) for the previous two (2) fiscal quarters of the Borrower based on bona fide arms-length tenant leases requiring current rental payments; and (ii) no more than twenty percent (20%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; (ii) as of the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) no more than thirty-five (35%) of the Asset Value of the Unencumbered Operating Properties is may be located in any one city or standard metropolitan statistical area; and (iv) no one tenant shall comprise more than seven percent (7%) [ten percent (10%) if the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Properties. (b) The Borrower shall provide to the Agent as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer the chief financial officer of the sole general partner of the Borrower or the Guarantor, as applicable, of the Asset Values and that such Unencumbered Operating Properties properties are in compliance with Section 7.15(a)7.14(a) and Section 9.5, and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow capital expenditures for each of the Unencumbered Operating Properties for the previous four two (42) fiscal quarters certified as true and correct by an Authorized Officer the chief financial officer of the Borrower or sole general partner of the GuarantorBorrower, as applicableand (iv) that the Unencumbered Operating Properties comply with the terms of Sections 6.17 and 6.20. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, value and Net Operating Income and Operating Cash Flow of such Real Estate following such repair or restoration. Schedule 7.14 hereto sets forth the initial Unencumbered Operating Properties and the Person that owns such Unencumbered Operating Properties. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.

Unencumbered Operating Properties. (a) The Borrower and the Guarantor Borrowers shall at all times own Unencumbered Operating Properties which satisfy all of the following conditions: (i) the Unencumbered Operating Properties shall consist solely of Real Estate which has an aggregate occupancy level (on a portfolio basis) of at least seventy-five ninety percent (7590%) for the previous four (4) fiscal quarters of the Borrowers based on bona fide arms-length tenant leases requiring current rental payments; and (ii) no more than thirty percent (30%) of the Asset Value of the Unencumbered Operating Properties constitutes industrial properties; (ii) as of the end of each fiscal quarter, at least eighty-five percent (85%) of the total Gross Rentable Area of the Unencumbered Operating Properties is subject to arms-length Leases which are in full force and effect and pursuant to which the tenants are paying rent, and at least seventy-seven percent (77%) of the total Gross Rentable Area in the Unencumbered Operating Properties is physically occupied by tenants under arms-length Leases which are in full force and effect; (iii) no more than thirty-five (35%) of the Asset Value of the Unencumbered Operating Properties is may be located in any one city or metropolitan area; and area (iv) no one tenant it being agreed that Dallas and Fort Worth and their respective suburbs shall comprise more than seven percent (7%) [ten percent (10%) if be considered as separate cities for the tenant has an Implied Rating of BBB- or better from Standard & Poor's Corporation and twenty percent (20%) if the tenant is Sears and it has an Implied Rating of A3 or better from Xxxxx'x Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] of the Gross Cash Receipts generated by the Unencumbered Operating Propertiespurposes hereof). (b) The Borrower Borrowers shall provide to the Agent and each of the Banks as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the certification of an Authorized Officer the chief financial or chief accounting officer of Waldxx, xxr itself and as the Borrower or the Guarantor, as applicable, sole general partner of WDOP of the Asset Values and that such Unencumbered Operating Properties properties are in compliance with Section 7.15(a)7.14(a) and Section 9.1, and (iii) operating statements setting forth the Net Operating Income and Operating Cash Flow and capital expenditures for each of the Unencumbered Operating Properties for the previous four (4) fiscal quarters certified as true and correct by an Authorized Officer the chief financial or chief accounting officer of Waldxx, xxr itself and as the Borrower or sole general partner of WDOP, and (iv) that the Guarantor, as applicableUnencumbered Operating Properties comply with the terms of Section Section 6.17 and 6.20. In the event that all or any material portion of a property within the Unencumbered Operating Properties shall be damaged or taken by condemnation, then such property shall no longer be a part of the Unencumbered Operating Properties unless and until any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value, Net Operating Income value and Operating Cash Flow of such Real Estate following such repair or restoration. (c) Nothing herein shall be construed as an obligation of the Borrower to grant any mortgage, pledge or security interest to the Agent or the Banks in any of the Unencumbered Operating Properties, nor as an obligation of the Borrower to reserve any particular Unencumbered Operating Property as potential collateral for the Agent and the Banks; provided, however, that this Section 7.15(c) shall not diminish the Borrower's obligation to comply with the terms of this Section 7.15 or Section 7.16. (d) The Borrower and the Guarantor will use commercially reasonable efforts to ascertain the equity ownership of each of its potential tenants prior to executing a Lease (excluding those tenants from whom the Borrower or the Guarantor derive a sufficiently small amount of revenue such that, in the reasonable opinion of the management of the Borrower or the Guarantor, rent from such tenant would not adversely affect the Borrower's ability to qualify as a REIT), in order to identify any tenants in which Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity interest, and neither the Borrower nor any Guarantor shall enter into Leases with any tenants so identified.