CERTAIN GUIDELINES Clause Samples

CERTAIN GUIDELINES. The Advisor shall endeavor to ensure, with respect to the Company's investments, that: (a) an appropriate policy of title insurance is obtained with respect to any real property investment (singly, a "Property," and collectively, the "Properties") acquired by the Company, or an opinion of counsel as to such title is obtained; (b) any Property acquired by the Company is duly insured against loss or damage by fire, with extended coverage, and against such other insurable hazards and risks as are customary and appropriate in the circumstances; (c) a majority of the Company's Board of Directors (including a majority of the Independent Directors, as defined below) approves, in advance, any investment (other than with respect to the initial Properties (as described in the Registration Statement) by the Company, on the one hand, with the Advisor or any of its affiliates, on the other hand; (d) the Company does not make any loans to the Advisor or any of its affiliates; (e) the Company's ratio of debt-to-total-assets, at the time of the incurrence of any indebtedness, does not exceed 75%; and (f) investments in any one Property acquired after the acquisition of the initial Properties described in the Registration Statement do not exceed 25% of the value of the Company's total assets at the time of its acquisition, provided, however, that this limitation shall not preclude the acquisition of multiple-building Properties or a group of Properties in a purchase from a single seller in transactions that exceed this limit. An Independent Director is a Director who is not and within the last two years has not been directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the Advisor or its affiliates, (ii) employment by the Advisor or its affiliates, (iii) service as an officer or director of the Advisor or its affiliates, (iv) performance of services, other than as a Director, for the Company, (v) service as a director or trustee of more than three real estate investment trusts advised by the Advisor, or (vi) maintenance of a material business or professional relationship with the Advisor or any of its affiliates. A business or professional relationship is considered material if the gross revenue derived by the Director from the Advisor and affiliates exceeds 5% of either the Director's annual gross revenue during either of the last two years or the Director's net worth on a fair market value basis. An indirect relationship shall in...