Common use of Indebtedness and Cash Flow Covenants Clause in Contracts

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. The Borrower on a consolidated basis with its Parent Guarantor and Borrower’s Subsidiaries shall not permit: (i) the Unencumbered Property Pool Leverage Ratio to exceed 60.0be greater than sixty percent (60%; provided) at any time, that unless Borrower cures such event as described and within the time period permitted under Section 2.8(b), and if Borrower elects, pursuant to written notice to Administrative Agent delivered simultaneously with the items Borrower is required to provide pursuant to Section 6.1(i), such ratio is greater than 60.0shall surge from sixty percent (60%, then the Borrower shall be deemed ) to be in compliance with this Section 6.21(isixty-five percent (65%) 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 two complete consecutive fiscal quarters following a Material Acquisition; provided, however, that such surge periods shall occur no more than one fiscal quarter immediately following twice prior to the fiscal quarter in which such Material Acquisition was completed, Revolving Facility Termination Date; (cii) the Unsecured Debt Service Coverage to be less than 1.75 to 1.00, at any time, unless Borrower has not maintained compliance with this cures such event as described and within the time period permitted under Section 6.21(i2.8(b); (iii) in reliance on this proviso Consolidated Total Indebtedness, less Unrestricted Cash and Cash Equivalents, to be more than sixty percent (60%) of Consolidated Gross Asset Value at any time, and if Borrower elects, pursuant to written notice to Administrative Agent delivered simultaneously with the items Borrower is required to provide pursuant to Section 6.1(i), such percentage shall surge from sixty percent (60%) to sixty-five percent (65%) for a period of two complete consecutive fiscal quarters following a Material Acquisition; provided, however, that such surge periods shall occur no more than twice prior to the Revolving Facility Termination Date; (iv) Adjusted EBITDA to be less than 1.50 times during the term of this Agreement and (d) such ratio is not greater than 65.0% Consolidated Fixed Charges at any time; (iiv) Secured Recourse Indebtedness, in 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% aggregate 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 ten percent (4510%) of Total Consolidated Gross Asset Value; or (vi) Secured Indebtedness to, in the aggregate at any time, to be more than forty percent (40%) of Consolidated Gross Asset Value.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2(iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2(iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries Subsidiariesthe Consolidated Group 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. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permitNeither the Issuer nor the General Partner will permit or suffer: (a) as of the last day of any fiscal quarter of the Issuer and the General Partner, the ratio of (1) the sum of (i) EBITDA of the Consolidated Operating Partnership plus (ii) interest income (other than any interest income from assets being used to support Defeased Debt) to (2) the sum of (i) Debt Service plus, without duplication, (ii) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership plus (iii) all Ground Lease Payments payable by any member of the Consolidated Operating Partnership to the extent not deducted as an expense in calculating EBITDA of the Consolidated Operating Partnership, to be less than 1.50 to 1.00, with all such calculations in clauses (1) and (2) above based on the results of the four consecutive fiscal quarters of the Issuer and the General Partner then ended; (b) as of the last day of any fiscal quarter of the Issuer and the General Partner, the Consolidated Leverage Ratio to exceed 60.060%; provided that, if any Material Acquisition shall occur during any fiscal quarter, then at the election of the Issuer upon delivery of written notice to the holders of the Notes concurrently with or prior to delivery of the Officer’s Certificate pursuant to Section 7.2(a) with respect to the relevant quarterly or annual period and provided that no Default or Event of Default has occurred and is continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such fiscal quarter being greater than 60% but less than or equal to 65%), the maximum Consolidated Leverage Ratio shall be increased to 65% for such fiscal quarter and the next succeeding fiscal quarter (any period with such increase a “Consolidated Leverage Ratio Increase Period”); provided, further, 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(1) 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 no more than two times Consolidated Leverage Ratio Increase Periods may be elected by the Issuer during the term of this Agreement and (d2) any such ratio is not greater than 65.0% Consolidated Leverage Ratio Increase Periods shall be non-consecutive (the two foregoing provisos taken together, the “Consolidated Leverage Ratio Spike”). Notwithstanding the foregoing, if at any time; time the Bank Credit Agreement (iior, if at such time the Bank Credit Agreement does not exist, any Material Credit Facility) (x) shall cease to provide for an increase in the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00; maximum percentage threshold in respect of the “consolidated leverage ratio” or similar covenant therein upon a material acquisition (iii) the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%a “Bank CLR Spike”), then the Borrower Consolidated Leverage Ratio Spike shall be deemed to be in compliance with automatically deleted from this Section 6.21(iii10.8(b), or (y) shall contain a Bank CLR Spike that is more restrictive on the Issuer and the General Partner than the Consolidated Leverage Ratio Spike then in effect herein, then the Consolidated Leverage Ratio Spike shall be deemed to be automatically, and without further action, made similarly more restrictive; provided that, if after the Consolidated Leverage Ratio Spike then in effect herein has been deleted or made more restrictive, a Bank CLR Spike is re-incorporated into the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, each Material Credit Facility) or a Bank CLR Spike in the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, each Material Credit Facility) is modified to become less restrictive on the Issuer and the General Partner (either event, a “Bank CLR Spike Loosening”), then, so long as no Default or Event of Default shall have occurred and be continuing and each of the holders of the Notes has received notice thereof from the Issuer, the Consolidated Leverage Ratio Spike shall concurrently be similarly re-incorporated or so modified, as applicable; provided, however, that in no event shall any Bank CLR Spike Loosening result in the Consolidated Leverage Ratio Spike then in effect herein ever being less restrictive on the Issuer and the General Partner than that expressly set forth herein on the Execution Date. If the Issuer, the General Partner or any of their Subsidiaries shall pay any fee or other compensation to any Person party to the Bank Credit Agreement or, if applicable, any Material Credit Facility (aother than (A) commitment fees and similar fees given in consideration of a new extension of credit or in connection with an extension or replacement of the Borrower completed a Material Acquisition during the quarter in which such ratio first exceeded 60.0%Bank Credit Agreement or, (b) such ratio does not exceed 60.0% for a period of more than one fiscal quarter immediately following the fiscal quarter in which if applicable, such Material Acquisition was completedCredit Facility, and (B) amounts paid in satisfaction of principal or interest under the Bank Credit Agreement or, if applicable, such Material Credit Facility) as an inducement to receiving a Bank CLR Spike Loosening, the corresponding loosening of the Consolidated Leverage Ratio Spike shall not become effective under this Agreement until the holders of the Notes receive equivalent consideration (and for the avoidance of doubt such amounts shall be proportional to the aggregate principal amount of Notes outstanding as compared to the sum of the aggregate outstanding principal amount of the Indebtedness and the aggregate amount of undrawn commitments under the Bank Credit Agreement or, if applicable, such Material Credit Facility); (c) as of the Borrower last day of any fiscal quarter of the Issuer and the General Partner, the ratio of Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed 60%; provided that, if any Material Acquisition shall occur during any fiscal quarter, then at the election of the Issuer upon delivery of written notice to the holders of the Notes concurrently with or prior to delivery of the Officer’s Certificate pursuant to Section 7.2(a) with respect to the relevant quarterly or annual period and provided that no Default or Event of Default has not maintained compliance occurred and is continuing (other than as a result of the Unencumbered Leverage Ratio as of the end of such fiscal quarter being greater than 60% but less than or equal to 65%), the maximum Unencumbered Leverage Ratio shall be increased to 65% for such fiscal quarter and the next succeeding fiscal quarter (any period with this Section 6.21(iiisuch increase an “Unencumbered Leverage Ratio Increase Period”); provided, further, that (1) in reliance on this proviso no more than two times Unencumbered Leverage Ratio Increase Periods may be elected by the Issuer during the term of this Agreement and (d2) any such ratio is not greater than 65.0% Unencumbered Leverage Ratio Increase Periods shall be non-consecutive (the two foregoing provisos taken together, the “Unencumbered Leverage Ratio Spike”). Notwithstanding the foregoing, if at any timetime the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, any Material Credit Facility) (x) shall cease to provide for an increase in the maximum percentage threshold in respect of the “unencumbered leverage ratio” or similar covenant therein upon a material acquisition (a “Bank ULR Spike”) then the Unencumbered Leverage Ratio Spike shall be deemed to be automatically deleted from this Section 10.8(c) or (y) shall contain a Bank ULR Spike that is more restrictive on the Issuer and the General Partner than the Unencumbered Leverage Ratio Spike then in effect herein, then the Unencumbered Leverage Ratio Spike shall be deemed to be automatically, and without further action, made similarly more restrictive; provided that, if after the Unencumbered Leverage Ratio Spike then in effect herein has been deleted or made more restrictive, a Bank ULR Spike is re-incorporated into the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, each Material Credit Facility) or an Unencumbered Leverage Ratio Spike in the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, each Material Credit Facility) is modified to become less restrictive on the Issuer and the General Partner (either event, a “Bank ULR Spike Loosening”), then, so long as no Default or Event of Default shall have occurred and be continuing and each of the holders of the Notes has received notice thereof from the Issuer, the Unencumbered Leverage Ratio Spike shall concurrently be similarly re-incorporated or so modified, as applicable; provided, furtherhowever, that in no breach event shall any Bank ULR Spike Loosening result in the Unencumbered Leverage Ratio Spike then in effect herein ever being less restrictive on the Issuer and the General Partner than that expressly set forth herein on the Execution Date. If the Issuer, the General Partner or any of their Subsidiaries shall pay any fee or other compensation to any Person party to the Bank Credit Agreement or, if applicable, any Material Credit Facility (other than (A) commitment fees and similar fees given in consideration of a new extension of credit or in connection with an extension or replacement of the Bank Credit Agreement or, if applicable, such Material Credit Facility, and (B) amounts paid in satisfaction of principal or interest under the Bank Credit Agreement or, if applicable, such Material Credit Facility) as an inducement to receiving a Bank ULR Spike Loosening, the corresponding loosening of the Unencumbered Leverage Ratio Spike shall not become effective under this Section 6.21(iii) Agreement until the holders of the Notes receive equivalent consideration (and for the avoidance of doubt such amounts shall occur (or be deemed proportional to have occurred) unless the aggregate principal amount of Notes outstanding as compared to the sum of the aggregate outstanding principal amount of the Indebtedness and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.8(baggregate amount of undrawn commitments under the Bank Credit Agreement or, if applicable, such Material Credit Facility); (ivd) as of the last day of any fiscal quarter of the Issuer and the General Partner, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value; or (e) as of the last day of any fiscal quarter of the Issuer and the General Partner, the ratio of (1) Property Operating Income from Unencumbered Interest Coverage Ratio Assets that are not Assets Under Development for such fiscal quarter to (2) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than 1.75 to 1:001.00 (the “Unsecured Interest Coverage Ratio”). Notwithstanding the foregoing, the Unsecured Interest Coverage Ratio shall be deemed automatically (i) amended or waived in this Agreement at such time as each holder of a Note shall have received notice in writing from the Issuer certifying that (A) the “unsecured interest coverage ratio” shall have been so amended or waived under the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, under each applicable Material Credit Facility) and (B) no Default or Event of Default shall have occurred and be continuing, provided that, if any such amendment has the effect of making the Unsecured Interest Coverage Ratio more restrictive on the Issuer and the General Partner, then such amendment shall be immediately effective regardless of whether such notice has then been delivered and (ii) deleted from this Agreement at such time as each holder of a Note shall have received notice in writing from the Issuer certifying that (A) the “unsecured interest coverage ratio” shall have been deleted from the Bank Credit Agreement (or, if at such time the Bank Credit Agreement does not exist, from each applicable Material Credit Facility) or that the Bank Credit Agreement shall have been terminated and that no amounts are outstanding thereunder and that no other Material Credit Facility includes an “unsecured interest coverage ratio” and (B) no Default or Event of Default shall have occurred and be continuing. If the Issuer, the General Partner or any of their Subsidiaries shall pay any fee or other compensation to any Person party to the Bank Credit Agreement or, if applicable, any Material Credit Facility, as an inducement to receiving any consent, amendment, waiver, deletion or termination with respect to the “unsecured interest coverage ratio” as aforesaid, such consent, amendment, waiver, deletion or termination with respect to the Unsecured Interest Coverage Ratio shall not become effective under this Agreement until the holders of the Notes receive equivalent consideration. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter of the Issuer and the General Partner (for the applicable reporting period) 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 Asset Sale and/or 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 interest earned thereon shall be excluded from calculations of the foregoing financial covenants. All financial computations required under Sections 10.8(a) through (d), inclusive, shall be made in accordance with GAAP as in effect on the Execution Date (“Static GAAP”); and (vprovided that, if as a result of any change in GAAP from time to time, any of the financial covenants contained in Sections 10.8(a) Secured Indebtedness through 10.8(d), inclusive, or any of the defined terms used therein are determined by the Required Holders to be more than forty-five percent (45%differ from Static GAAP, the Issuer and the General Partner shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) after the date of Total Asset Valuesuch request.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries the Consolidated Group 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 three fiscal quarter quarters immediately following the fiscal quarter in which such Material Acquisition was completed, and (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; provided, further, that for purposes of this Section 6.21(i), (1) Consolidated Outstanding Indebtedness on any date shall be adjusted by deducting therefrom an amount equal to the aggregate amount of cash and Cash Equivalents which would be included on the Consolidated Group’s consolidated balance sheet as of such date (including fully refundable deposits associated with any potential acquisition, and cash in respect of Section 1031 exchanges that are subject to customary Section 1031 exchange terms) in excess of $25,000,000 and (2) Total Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Outstanding Indebtedness is adjusted under clause (1); (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 three fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, and (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. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.50 1.67 to 1.00; 1.0;Value of Unencumbered Assets (iiisuch ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that no Default or Event of Default shall have occurred and be continuing (other than as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries the Consolidated Group 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 onethree fiscal quarter quarterquarters immediately following the fiscal quarter in which such Material Acquisition was completed, and (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 onethree fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, and (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. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next succeeding fiscal quarter in which (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit: (ia) the 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, sixty percent (c60%) 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; (iib) the The Fixed Charge Coverage Ratio Ratio, as of the last day of any fiscal quarter based upon Borrower’s compliance certificate required by Section 6.1(d) hereof to be less than 1.50 to 1.00; (iiic) The aggregate amount of Secured Indebtedness of the Unencumbered Leverage Ratio Consolidated Group which is also Recourse Indebtedness to exceed 60.0%; provided, that if such ratio is be greater than 60.0ten percent (10%, 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 Total Asset Value at any time; (d) such ratio The aggregate amount of Consolidated Outstanding Indebtedness which bears interest at an interest rate that is not greater than 65.0% fixed through the maturity date of such Indebtedness to exceed twenty-five percent (25%) of Total Asset Value at any time, unless all of such Indebtedness in excess of such amount is subject to a Swap Contract that effectively converts the interest rate on such excess to a fixed rate; (e) The Unsecured Interest Coverage Ratio, as of the last day of any fiscal quarter based upon Borrower’s compliance certificate required by Section 6.1(d) hereof to be less than 1.75 to 1.00; provided, further, provided that no breach of this Section 6.21(iii6.17(e) 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(b2.3(b); (ivf) The Unsecured Leverage Ratio to be more than sixty percent (60%) at any time, provided that no breach of this Section 6.17(f) shall occur unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.3(b); or (g) The Unencumbered Interest Coverage Ratio Pool Value to be less than 1.75 to 1:00; and (v) Secured Indebtedness $250,000,000, or there to be more fewer than forty-five percent fifteen (45%15) of Total Asset ValueUnencumbered Properties, at any time.

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 two fiscal quarter quarters 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 one time 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 two fiscal quarter quarters 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 one time 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) and Section 7.2 or provide additional Unencumbered Pool Property in accordance with Section 7.2 and provided further that during any period in which Borrower shall fail to be in compliance of any covenant in Section 6.21(iii) (without regard to any period provided in Section 2.8(b) or Section 7.2 for payment or to provide additional Unencumbered Pool Properties), then the Lenders shall have no obligation to make Loans or to issue Facility Letters of Credit; (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 forty percent (4540%) of Total Asset Value; and (vi) Secured Recourse Indebtedness to be more than fifteen percent (15%) of Total Asset Value.

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 two fiscal quarter quarters 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 one time 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 two fiscal quarter quarters 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 one time 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) and Section 7.2 or provide additional Unencumbered Pool Property in accordance with Section 7.2 and provided further that during any period in which Borrower shall fail to be in compliance of any covenant in Section 6.21(iii) (without regard to any period provided in Section 2.8(b) or Section 7.2 for payment or to provide additional Unencumbered Pool Properties), then the Lenders shall have no obligation to make Loans or to issue Facility Letters of Credit; (iv) the Unencumbered Interest Coverage Ratio to be less than 1.75 to 1:00; (v) the sum of (a) Secured Indebtedness minus (b) Unrestricted Cash and Cash Equivalent of the Consolidated Group as of the end of the preceding fiscal quarter, to be more than forty percent (40%) of Total Asset Value; and (vvi) the sum of (a) Secured Recourse Indebtedness minus (b) Unrestricted Cash and Cash Equivalent of the Consolidated Group as of the end of the preceding fiscal quarter, to be more than forty-five fifteen percent (4515%) of Total Asset Value.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit: (i) the The Leverage Ratio to exceed sixty percent (60.0%; provided), except that if such ratio is greater than 60.0%, then the Borrower shall be deemed have the one-time right to be in compliance with this Section 6.21(ielect to temporarily increase the maximum Leverage Ratio to sixty-two and one-half percent (62.5%) 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 two (2) consecutive fiscal quarter immediately following quarters (the fiscal quarter in which such Material Acquisition was completed“Surge Period”), provided that (ci) the Borrower has gives written notice to the Administrative Agent that it is exercising its one-time right to establish the Surge Period not maintained compliance with this Section 6.21(ilater than the delivery of any financial statement for a quarter evidencing that the Leverage Ratio exceeds sixty percent (60.0%) in reliance on this proviso more than two times during (which such period shall be the term of this Agreement first quarter permitted by the Surge Period), and (dii) such ratio is not greater than 65.0% at any timetemporary increase to a maximum of sixty-two and one-half percent (62.5%) shall end and be of no further force or effect following the end of such period of two (2) fiscal quarters; (ii) the The Fixed Charge Coverage Ratio to be less than (A) prior to the issuance of Borrower’s financial results for the quarter ending December 31, 2012, 1.45 to 1.00, and (B) on the date of issuance of such December 31, 2012 results and at all times thereafter, 1.50 to 1.00; (iii) The aggregate amount, without duplication, of (A) any Guarantee Obligations of the Borrower or of any of its Subsidiaries which are secured by a Lien on any assets of the guarantor thereunder or, (B) all Recourse Indebtedness of the Borrower or of any of its Subsidiaries which also constitutes Secured Indebtedness (excluding for purposes of each of clauses (A) and (B) of this Section 6.21(iii) all Indebtedness and Guarantee Obligations owing to the Lenders from time to time pursuant this Agreement) to exceed $100,000,000; (iv) the Unencumbered Leverage Ratio to exceed 60.0sixty percent (60%; 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, provided that no breach of this Section 6.21(iii6.21(iv) 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); (ivv) the Unencumbered Interest Pool Debt Service Coverage Ratio to be less than 1.75 1.50 to 1:00; and1.00, provided that no breach of this Section 6.21(v) shall occur 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); (vvi) the Unencumbered Pool Value to be less than $750,000,000, or there to be fewer than thirty-five (35) Unencumbered Pool Properties, at any time; or (vii) Secured Indebtedness to be more than (a) fifty-two and one half percent (52.5%) of Total Asset Value at any time prior to the issuance of Borrower’s financial results for the quarter ending Xxxxx 00, 0000, (x) fifty percent (50%) of Total Asset Value on the date of issuance of such March 31, 2013 financial results and at all times prior to the issuance of Borrower’s financial results for the quarter ending March 31, 2014, and (c) forty-five percent (45%) of Total Asset ValueValue on the date of issuance of such March 31, 2014 financial results and at all times thereafter.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Parent Guarantor and Xxxxxxxx’s Subsidiaries shall not permit: (i) the Unencumbered Property Pool Leverage Ratio to exceed 60.0be greater than sixty percent (60%; provided) at any time, that unless Borrower cures such event as described and within the time period permitted under Section 2.8(b), and if Borrower elects, pursuant to written notice to Administrative Agent delivered simultaneously with the items Borrower is required to provide pursuant to Section 6.1(i), such ratio is greater than 60.0shall surge from sixty percent (60%, then the Borrower shall be deemed ) to be in compliance with this Section 6.21(isixty-five percent (65%) 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 two complete consecutive fiscal quarters following a Material Acquisition; provided, however, that such surge periods shall occur no more than one fiscal quarter immediately following twice prior to the fiscal quarter in which such Material Acquisition was completed, Revolving Facility Termination Date; (cii) the Unsecured Debt Service Coverage to be less than 1.75 to 1.00, at any time, unless Borrower has not maintained compliance with this cures such event as described and within the time period permitted under Section 6.21(i2.8(b); (iii) in reliance on this proviso Consolidated Total Indebtedness, less Unrestricted Cash and Cash Equivalents, to be more than sixty percent (60%) of Consolidated Gross Asset Value at any time, and if Borrower elects, pursuant to written notice to Administrative Agent delivered simultaneously with the items Borrower is required to provide pursuant to Section 6.1(i), such percentage shall surge from sixty percent (60%) to sixty-five percent (65%) for a period of two complete consecutive fiscal quarters following a Material Acquisition; provided, however, that such surge periods shall occur no more than twice prior to the Revolving Facility Termination Date; (iv) Adjusted EBITDA to be less than 1.50 times during the term of this Agreement and (d) such ratio is not greater than 65.0% Consolidated Fixed Charges at any time; (iiv) Secured Recourse Indebtedness, in 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% aggregate 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 ten percent (4510%) of Total Consolidated Gross Asset Value; or (vi) Secured Indebtedness to, in the aggregate at any time, to be more than forty percent (40%) of Consolidated Gross Asset Value.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarterquarters (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarterquarters (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit: (ia) The Leverage Ratio to be more than sixty percent (60%), as of the last day of any fiscal quarter ending after the Agreement Effective Date based upon Borrower’s compliance certificate required by Section 6.1(d) hereof for such fiscal quarter, provided that no more than twice prior to the final Facility Termination Date the Leverage Ratio to as of the last day of not more than two (2) fiscal quarters, which must be consecutive fiscal quarters, may exceed 60.0sixty percent (60%; provided), provided that if such ratio is greater than 60.0the Leverage Ratio shall never exceed sixty-five percent (65%, 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 The Fixed Charge Coverage Ratio Ratio, as of the last day of any fiscal quarter ending after the Agreement Effective Date based upon Borrower’s compliance certificate required by Section 6.1(d) hereof, to be less than 1.50 to 1.00; (iiic) The aggregate amount of Secured Indebtedness of the Unencumbered Leverage Ratio Consolidated Group which is also Recourse Indebtedness to exceed 60.0%; provided, that if such ratio is be greater than 60.0ten percent (10%, 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 Gross Asset Value at any time; (d) such ratio is not greater Intentionally Omitted; (e) The Unsecured Debt Service Coverage Ratio to be less than 65.0% 1.75 to 1.00 at any time; provided, further, provided that no breach of this Section 6.21(iii6.17(e) 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(b2.3(b); (ivf) The Unsecured Leverage Ratio to be more than sixty percent (60%) at any time, provided that no breach of this Section 6.17(f) shall occur unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.3(b); or (g) The Unencumbered Interest Coverage Ratio Pool Value to be less than 1.75 to 1:00; and (v) Secured Indebtedness $200,000,000, or there to be more fewer than forty-five percent ten (45%10) of Total Asset ValueUnencumbered Properties, at any time.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2 (iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) 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 Interest Coverage Ratio 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 1:00; and 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (vc) Secured 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 interest earned thereon shall be more than forty-five percent (45%) excluded from calculations of Total Asset Valuethe foregoing financial covenants. All financial computations required under this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit: (ia) the The Leverage Ratio to exceed 60.0be more than (A) sixty-two and one-half percent (62.5%; provided) at any time prior to the date on which Borrower’s financial results for the fiscal quarter ending June 30, that if 2014 are reported, or (B) sixty percent (60%) at any time on or after 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%, date; (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 The Fixed Charge Coverage Ratio Ratio, as of the last day of any fiscal quarter based upon Borrower’s compliance certificate required by Section 6.1(d) hereof to be less than 1.50 to 1.00; (iiic) The aggregate amount of Secured Indebtedness of the Unencumbered Leverage Ratio Consolidated Group which is also Recourse Indebtedness to exceed 60.0%; provided, that if such ratio is be greater than 60.0ten percent (10%, 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 Total Asset Value at any time; (d) such ratio The aggregate amount of Consolidated Outstanding Indebtedness which bears interest at an interest rate that is not greater than 65.0% fixed through the maturity date of such Indebtedness to exceed twenty-five percent (25%) of Total Asset Value at any time; provided, furtherunless all of such Indebtedness in excess of such amount is subject to a Swap Contract that effectively converts the interest rate on such excess to a fixed rate; (e) The Unencumbered Pool Debt Service Coverage to be less than 1.50 to 1.00 at any time, provided that no breach of this Section 6.21(iii6.17(e) 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(b2.3(b); (ivf) The Outstanding Facility Amount to exceed the Unencumbered Interest Coverage Ratio Pool Leverage Limit at any time, provided that no breach of this Section 6.17(f) shall occur unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.3(b); or (g) The Unencumbered Pool Value to be less than 1.75 to 1:00; and (v) Secured Indebtedness $200,000,0000, or there to be more fewer than forty-five percent fifteen (45%15) of Total Asset ValueUnencumbered Properties, at any time.

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permitPermit 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 60.0sixty percent (60%); providedprovided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2(iv), and provided that if no Default or Event of Default shall have occurred and be continuing (other than as a result of the Consolidated Leverage Ratio as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Consolidated Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(isixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease a “Consolidated Leverage Ratio Increase Period”), provided that (ci) the Borrower has not maintained compliance with this Section 6.21(i) in reliance on this proviso no more than two times (2) Consolidated Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any timeConsolidated Leverage Ratio Increase Periods shall be non-consecutive; (iic) as of the Fixed Charge Coverage Ratio last day of any fiscal quarter, the ratio of outstanding Consolidated Senior Unsecured Debt to Value of Unencumbered Assets (such ratio, the “Unencumbered Leverage Ratio”) to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 8.2(iv), and provided that no Default or Event of Default shall have occurred and be less continuing (other than 1.50 to 1.00; (iii) as a result of the Unencumbered Leverage Ratio to exceed 60.0%; provided, that if as of the end of such ratio is fiscal quarter being greater than 60.0sixty percent (60%) but less than or equal to sixty-five percent (65%)), then the Borrower Unencumbered Leverage Ratio shall be deemed increased to be in compliance with this Section 6.21(iiisixty-five percent (65%) so long as (a) the Borrower completed a Material Acquisition during the quarter in which for 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 and the next three succeeding fiscal quarter in which quarters (any period with such Material Acquisition was completedincrease, an “Unencumbered Leverage Ratio Increase Period”), provided further that (ci) the Borrower has not maintained compliance with this Section 6.21(iii) in reliance on this proviso no more than two times (2) Unencumbered Leverage Ratio Increase Periods may be elected by the Borrower during the term of this Agreement and (dii) any such ratio is not greater than 65.0% at any time; provided, further, that no breach of this Section 6.21(iii) Unencumbered Leverage Ratio Increase Periods 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)non-consecutive; (ivd) as of the Unencumbered Interest Coverage Ratio last day of any fiscal quarter, Consolidated Secured Debt to be less than 1.75 to 1:00exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; andor (ve) Secured Indebtedness to be more than forty-five percent as of the last day of any fiscal quarter, the ratio of (45%A) of Total Asset Value.Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to

Indebtedness and Cash Flow Covenants. The Borrower on a consolidated basis with its Subsidiaries shall not permit: (ia) The Leverage Ratio to be more than sixty percent (60%), as of the last day of any fiscal quarter based upon Borrower’s compliance certificate required by Section 6.1(d) hereof for such fiscal quarter, provided that the Leverage Ratio to as of the last day of not more than two (2) fiscal quarters, which must be consecutive fiscal quarters, may exceed 60.0sixty percent (60%; provided), provided that if such ratio is greater than 60.0the Leverage Ratio shall never exceed sixty-five percent (65%, 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 The Fixed Charge Coverage Ratio Ratio, as of the last day of any fiscal quarter based upon Borrower’s compliance certificate required by Section 6.1(d) hereof, to be less than 1.50 to 1.00; (iiic) The aggregate amount of Secured Indebtedness of the Unencumbered Leverage Ratio Consolidated Group which is also Recourse Indebtedness to exceed 60.0%; provided, that if such ratio is be greater than 60.0ten percent (10%, 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 Gross Asset Value at any time; (d) such ratio The aggregate amount of Consolidated Total Indebtedness which bears interest at an interest rate that is not greater fixed through the maturity date of such Indebtedness to exceed twenty percent (20%) of Gross Asset Value at any time, unless all of such Indebtedness in excess of such amount is subject to a Swap Contract that effectively converts the interest rate on such excess to a fixed rate; (e) The Unsecured Debt Coverage Ratio to be less than 65.0% 1.50 to 1.00 at any time; provided, further, provided that no breach of this Section 6.21(iii6.17(e) 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(b2.3(b); (ivf) The Unsecured Leverage Ratio to be more than sixty percent (60%) at any time, provided that no breach of this Section 6.17(f) shall occur unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as provided in Section 2.3(b); (g) The Unencumbered Interest Coverage Ratio Pool Value to be less than 1.75 $100,000,000, or there to 1:00be fewer than five (5) Unencumbered Properties, at any time; andor (vh) Secured Any Unsecured Indebtedness of Borrower or any other member of the Consolidated Group to be more exist other than forty-five percent (45%) of Total Asset Valuethe Obligations to the Lenders under this Agreement.