Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit:
(i) the Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed to be in compliance with this Section 6.21(i) so long as (a) the Borrower completed a Material Acquisition during the quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, (c) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0% at any time;
(ii) the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00;
(iii) the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed to be in compliance with this Section 6.21(iii) so long as (a) the Borrower completed a Material Acquisition during the quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, (c) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) shall occur (or be deemed to have occurred) unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.8(b);
(iv) the Unencumbered Interest Coverage Ratio to be less than 1.75 to 1:00; and
(v) Secured Indebtedness to be more than forty-five percent (45%) of Total Asset Value.
Indebtedness and Cash Flow Covenants. Permit or suffer:
(a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments due from any member of the Consolidated Operating Partnership to the extent not deducted as an expense in calculating EBITDA of the Consolidated Operating Partnership (the “Fixed Charge Coverage Ratio”), to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date, with all such calculations in clauses (A) and (B) above based on the results of the four (4) consecutive fiscal quarters then ended;
(b) as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%);
(c) as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.0;
(d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or
(e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and in...
Indebtedness and Cash Flow Covenants. The General Partner on a consolidated basis with the Borrower and their Subsidiaries shall not, as of the last day of any fiscal quarter, permit:
(i) the ratio of EBITDA to Interest Expense to be less than 2.25 to 1.0 for the quarter then ended;
(ii) the ratio of EBITDA to Fixed Charges to be less than 1.75 to 1.0 for the quarter then ended;
(iii) Total Liabilities to exceed fifty-five percent (55%) of Market Capitalization;
(iv) Consolidated Total Indebtedness to exceed fifty percent (50%) of Market Capitalization;
(v) the Value of Unencumbered Assets to be less than 1.85 times the Consolidated Senior Unsecured Indebtedness;
(vi) the ratio obtained by dividing: (a) the Property Operating Income from all Unencumbered Assets by (b) Debt Service on Consolidated Unsecured Indebtedness to be less than 2.00 to 1.0 for the quarter then ended; or
(vii) Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Market Capitalization.
Indebtedness and Cash Flow Covenants. The General Partner on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries shall not permit:
(i) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Interest Expense for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date;
(ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date;
(iii) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value;
(iv) as of any day, the Value of Unencumbered Assets to be less than 2.0 times the Consolidated Unsecured Indebtedness; or
(v) as of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Value.
Indebtedness and Cash Flow Covenants. The Borrower shall not at any time permit:
(i) the ratio of EBITDA to Fully Diluted Debt Service to be less than 2.00 to 1.0 for the quarter then ended;
(ii) Consolidated Total Indebtedness to exceed fifty percent (50%) of Market Capitalization;
(iii) the Value of Unencumbered Assets to be less than 1.75 times the Consolidated Senior Unsecured Indebtedness;
(iv) the ratio obtained by dividing: (a) the Property Operating Income after deducting (without duplication) the Capital Expenditure Reserve Amount and an assumed management fee equal to 4% of gross revenues (excluding tenant reimbursements) from all Unencumbered Assets qualifying for inclusion in the calculation of Value of Unencumbered Assets for such quarter by (b) that portion of Debt Service attributable to Consolidated Unsecured Indebtedness plus (without duplication) Borrower's pro rata share (based on economic interest) of Debt Service for such quarter attributable to unsecured indebtedness of Qualifying Investment Affiliates that own assets qualifying for inclusion in the calculation of Value of Unencumbered Assets to be less than 2.00 to 1.0 for the quarter then ended; and
(v) Consolidated Secured Indebtedness to exceed thirty percent (30%) of Market Capitalization.
Indebtedness and Cash Flow Covenants. CP Limited on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit:
(i) Consolidated Outstanding Indebtedness to exceed fifty percent (50%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter;
(ii) Consolidated Secured Indebtedness to exceed twenty-five percent (25%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter;
(iii) the Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, to be less than 2.0 times the Consolidated Senior Unsecured Indebtedness;
(iv) EBITDA to be less than 2.0 times the Consolidated Debt Service, based on results for the two most recent full fiscal quarters for which CP Limited has reported results under Section 6.1, annualized; and -----------
(v) The ratio of (a) Net Operating Income attributable to Unencumbered Assets to (b) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full fiscal quarter, to be less than 2.0.
Indebtedness and Cash Flow Covenants. GPLP shall not permit:
(i) Adjusted Annual EBITDA to be less than 1.50 times Fixed Charges at any time; or
(ii) Consolidated Outstanding Indebtedness to be more than sixty-five percent (65%) of Total Asset Value at any time.
Indebtedness and Cash Flow Covenants. The Company shall not permit:
(a) the ratio of Consolidated Outstanding Indebtedness to Total Asset Value to be greater than 0.60:1 as of the end of any fiscal quarter; Associated Estates Realty Corporation Note Purchase Agreement
(b) the ratio of Consolidated Adjusted EBITDA to Consolidated Fixed Charges to be less than 1.50:1 as of the end of any fiscal quarter;
(c) the ratio of Consolidated Unsecured Indebtedness to Unencumbered Real Property Value to be greater than 0.60:1 as of the end of any fiscal quarter;
(d) the ratio of Unencumbered Real Property Adjusted NOI to Consolidated Interest Expense on Consolidated Unsecured Indebtedness as of the end of any fiscal quarter to be less than 2.00:1; and
(e) the percentage of the total residential units in the Qualifying Unencumbered Projects that are physically occupied by tenants under third-party occupancy leases to be less than 80% as of any date; provided, however, that, if and to the extent that the total percentage of residential units in the Qualifying Unencumbered Projects that are physically occupied by tenants under third party occupancy leases falls below the 80% threshold at any time, the Company shall, within thirty (30) days from such date, either (i) add an Eligible Unencumbered Project, (ii) replace a Qualifying Unencumbered Project, or (iii) remove a Qualifying Unencumbered Project if the Removal Conditions are satisfied in order to comply with such 80% minimum threshold.
Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit:
(i) any Guaranteed Obligations or any Secured Indebtedness of any member of the Consolidated Group which is also Recourse Indebtedness to exist, (A) at any time prior to achievement of an Unencumbered Leverage Ratio of 1.50, which exceeds in the aggregate $50,000,000, and (B) at any time on and after the achievement of an Unencumbered Leverage Ratio of 1.50, which exceeds in the aggregate 10% of Total Asset Value;
(ii) at any time prior to achievement of an Unencumbered Leverage Ratio of 1.50, any Unsecured Indebtedness to exist, other than the Obligations under this Agreement and up to $200,000,000 in the aggregate of other Unsecured Indebtedness;
(iii) the Unencumbered Leverage Ratio to be less than (A) 1.10, at any time prior to the Unencumbered Trigger Date, (B) 1.50, on the Unencumbered Trigger Date and at any time subsequent to the Unencumbered Trigger Date through and including December 31, 2009, and (C) 1.60, at any time subsequent to December 31, 2009;
(iv) Adjusted Annual EBITDA to be less than 1.50 times Fixed Charges at any time;
(v) Secured Indebtedness to be (A) more than 0.50 times Total Asset Value at any time through and including the Unencumbered Trigger Date, or (B) more than 0.40 times Total Asset Value at any time subsequent to the Unencumbered Trigger Date;
(vi) Consolidated Outstanding Indebtedness to be more than 0.60 times Total Asset Value at any time;
(vii) the Unencumbered Asset Value to be less than $250,000,000 at any time; or
(viii) at any time after the Unencumbered Trigger Date, Unsecured Debt Service Coverage to be less than 1.50 to 1.00.
Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit, as of the last day of any fiscal quarter:
(i) the sum of (x) Consolidated Outstanding Indebtedness minus (y) the amount of restricted cash and Cash Equivalents held as collateral or in escrow in a bank account by a lender, creditor, or counterparty (“Restricted Cash Collateral”) with respect to any Consolidated Outstanding Indebtedness to exceed sixty percent (60%) of Consolidated Market Value; provided that such ratio may exceed 60% but shall not exceed 62.5% for up to four (4) consecutive fiscal quarters following a Major Acquisition;
(ii) the sum of (x) Consolidated Secured Indebtedness minus (y) Restricted Cash Collateral with respect to Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Consolidated Market Value; provided that such ratio may exceed 35% but shall not exceed 40% for up to four (4) consecutive fiscal quarters following a Major Acquisition;
(iii) the Value of Unencumbered Assets to be less than 1.67 times the sum of (x) Consolidated Unsecured Indebtedness minus (y) Restricted Cash Collateral with respect to Consolidated Unsecured Indebtedness; provided that such ratio may be less than 1.67 to 1.00 but shall not be less than 1.60 to 1.00 for up to four (4) consecutive fiscal quarters following a Major Acquisition; and
(iv) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most recent four (4) fiscal quarters. Notwithstanding anything herein to the contrary, all calculations to determine compliance with the above financial covenants shall exclude values, including, without limitation, Indebtedness, assets, liabilities, income, revenues and expenses, attributable to any Project owned by a member of the Consolidated Group or an Investment Affiliate if (1) a receiver, custodian, trustee, examiner, liquidator or similar official has been appointed for such Project and (2) the Indebtedness encumbering or attributable to such Project is Nonrecourse Indebtedness, and (3) no recourse event has been triggered and is continuing under any guaranty or indemnity agreement of a member of the Consolidated Group or an Investment Affiliate related to such Nonrecourse Indebtedness as a result of any of the events described in clause (1) of this paragraph which has not been waived in writing by the holder of such Nonrecourse Indebtedness or with respect to which the holder of such Nonrecourse Indebtedness has not otherwise agreed in wr...
