Common use of Indebtedness and Cash Flow Covenants Clause in Contracts

Indebtedness and Cash Flow Covenants. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments due from any member of the Consolidated Operating Partnership to the extent not deducted as an expense in calculating EBITDA of the Consolidated Operating Partnership (the “Fixed Charge Coverage Ratio”), to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date, with all such calculations in clauses (A) and (B) above based on the results of the four (4) consecutive fiscal quarters then ended; (b) as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (c) as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.0; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments 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”)Partnership, to be less than (i) 1.50 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day any day, Consolidated Total Indebtedness to exceed 60% of any fiscal quarter, Implied Capitalization Value of the Consolidated Leverage Ratio to exceed sixty percent (60%)Operating Partnership; (c) as of any day, Indebtedness which does not bear interest at a fixed rate or is not subject to interest rate protection products reasonably approved by the last day Administrative Agent to exceed, in the aggregate, twenty percent (20%) of the Implied Capitalization Value of the Consolidated Operating Partnership. (d) as of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.60; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of obtained by dividing (Aa) Property Operating Income from Unencumbered Assets that are not qualifying for inclusion in the calculation of Value of Unencumbered Assets Under Development for such fiscal quarter to by (Bb) interest expense Debt Service on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs 1; (cf) 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 as of any Indebtedness by day, Consolidated Secured Debt to exceed 35% of Implied Capitalization Value of the Consolidated Operating Partnership; (g) as of the last day of any fiscal quarter, Market Value Net Worth of the Consolidated Operating Partnership to be less than the sum of (using i) $1,600,000,000 plus (ii) seventy-five percent (75%) of the latest quarterly financial statements then available aggregate proceeds received (net of customary related fees and taking into account expenses) in connection with any equity offering (including any issuance of shares in the proposed incurrence of Indebtedness)General Partner or units in the Borrower) after March 31, 2005. 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 this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments due from any member of the Consolidated Operating Partnership to the extent not deducted as an expense in calculating EBITDA of the Consolidated Operating Partnership (the “Fixed Charge Coverage Ratio”), to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date, with all such calculations in clauses (A) and (B) above based on the results of the four (4) consecutive fiscal quarters then ended; (b) as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (c) as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.0; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or; (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. ; (f) the Market Value Net Worth of the Consolidated Operating Partnership shall not at any time be less than the sum of (i) $1,300,000,000, plus (ii) an amount equal to seventy percent (70%) of Net Proceeds (calculated without duplication) received by the Consolidated Operating Partnership in connection with the issuance or sale of Capital Stock by the Consolidated Operating Partnership (other than proceeds received in connection with any dividend reinvestment program); The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments 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”)Partnership, to be less than (i) 1.50 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day any day, Consolidated Total Indebtedness to exceed 55% of any fiscal quarter, Implied Capitalization Value of the Consolidated Leverage Ratio to exceed sixty percent (60%)Operating Partnership; (c) as of any day, Indebtedness which does not bear interest at a fixed rate or is not subject to interest rate protection products reasonably approved by the last day Administrative Agent to exceed, in the aggregate, twenty percent (20%) of the Implied Capitalization Value of the Consolidated Operating Partnership. (d) as of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.60; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of obtained by dividing (Aa) Property Operating Income from Unencumbered Assets that are not qualifying for inclusion in the calculation of Value of Unencumbered Assets Under Development for such fiscal quarter to by (Bb) interest expense Debt Service on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs 1; (cf) 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 as of any Indebtedness by day, Consolidated Secured Debt to exceed 35% of Implied Capitalization Value of the Consolidated Operating Partnership; (g) as of the last day of any fiscal quarter, Market Value Net Worth of the Consolidated Operating Partnership to be less than the sum of (using i) $1,500,000,000 plus (ii) seventy-five percent (75%) of the latest quarterly financial statements then available aggregate proceeds received (net of customary related fees and taking into account expenses) in connection with any equity offering (including any issuance of shares in the proposed incurrence of Indebtedness)General Partner or units in the Borrower) after March 31, 2004. 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 this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. Permit or suffer: (a) as of December 31, 1997 or the last day of any fiscal quarterquarter ending thereafter, 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 REMIC Debt) deducted in calculating such EBITDA of the Consolidated Operating Partnership to (B) the sum of (1) Debt Service plus, without duplication, Interest Expense plus (2) all payments on account of preferred stock or preferred partnership units of any member Senior Preferred Stock Expense of the Consolidated Operating Partnership General Partner for such fiscal 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 2.0 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day any day, Consolidated Total Indebtedness to exceed 50% of any fiscal quarter, Implied Capitalization Value of the Consolidated Leverage Ratio to exceed sixty percent (60%)Operating Partnership; (c) as of the last day of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 either (i) 1.65 to 1.01.0 for any fiscal quarter not ending during a Rating Period or (ii) 1.5 to 1.0 for any fiscal quarter ending during a Rating Period; (d) as of December 31, 1997 or the last day of any fiscal quarterquarter ending thereafter, the ratio obtained by dividing (a) Property Operating Income from Unencumbered Assets qualifying for inclusion in the calculation of Value of Unencumbered Assets for such quarter by (b) Debt Service on all Consolidated Senior Unsecured Debt for such quarter to be less than 1.75 to 1; (e) as of any day, the sum of (1) Consolidated Secured Debt plus (2) Senior Preferred Stock of the General Partner to exceed 4035% of Implied Capitalization Value of the Consolidated Operating Partnership; or. Senior Preferred Stock of the General Partner will be dropped from this ratio when the PS Guaranty is eliminated, as evidenced by the Administrative Agent's receipt of satisfactory evidence thereof; (ef) as of December 31, 1997 or the last day of any fiscal quarterquarter ending thereafter, Market Value Net Worth of the ratio of (A) Property Consolidated Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter Partnership to be less than the sum of (xi) 1.75 to 1.0 from $622,672,000 plus (ii) seventy-five percent (75%) of the Agreement Execution Date through aggregate proceeds received (net of customary related fees and expenses) in connection with any equity offering (including any issuance of shares in the Maturity Date. The foregoing covenants set forth General Partner or units in paragraphs (cthe Borrower) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period)after September30, 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)1997. To the extent the Consolidated Operating Partnership has Defeased REMIC 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 this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased Debt) to (B) the sum of (1) Debt Service plus, without duplication, (2) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3) all Ground Lease Payments 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”)Partnership, to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day of any fiscal quarterday, the Consolidated Leverage Ratio Total Indebtedness to exceed sixty percent (60%)) of Implied Capitalization Value of the Consolidated Operating Partnership, which limit can increase to sixty-five percent (65%) for up to two quarters during the term of the Facility; (c) as of the last day of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.60; (d) as of the last day of any fiscal quarterday, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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. Permit or sufferThe Borrower on a consolidated basis with its Subsidiaries shall not permit: (ai) Consolidated Outstanding Indebtedness to exceed (i) fifty-seven percent and one-half percent (57.5%) of Consolidated Market Value as of any date during the AIP Transition Period or (ii) fifty-five percent (55%) of Consolidated Market Value, as of any other date; (ii) Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Consolidated Market Value, as of the last day of any fiscal quarter; (iii) Subordinated Indebtedness to exceed ten percent (10%) of the Value of Unencumbered Assets, the ratio as of any date; (Aiv) the sum Value 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”), Unencumbered Assets to be less than (i) 1.50 to 1.0 from 1.75 times the Agreement Execution Date through the Maturity DateConsolidated Senior Unsecured Indebtedness, with all such calculations in clauses (A) and (B) above based on the results as of the four (4) consecutive fiscal quarters then endedany date; (bv) the aggregate Net Operating Income for the two (2) most recent fiscal quarters of the Consolidated Group for which results have been reported under SECTION 6.1 from all Unencumbered Assets qualifying for inclusion in the Value of Unencumbered Assets as of the date of determination to be less than 1.75 times the portion of Consolidated Interest Expense for such two (2) fiscal quarters attributable to Consolidated Senior Unsecured Indebtedness, as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (cvi) Consolidated Cash Flow to be less than 2.0 times the Consolidated Debt Service, based on the most recent two (2) fiscal quarters, for which the Consolidated Group has reported results under SECTION 6.1, annualized, as of the last day of any fiscal quarter; or (vii) the sum of (i) Consolidated Cash Flow plus (ii) without duplication, the ratio Consolidated Group Pro Rata Share of Value funds from operation of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt AIP after deduction therefrom dividends on AIP preferred stock, if any to be less than 1.67 to 1.0; 1.5 times Fixed Charges, based on the most recent two (d2) fiscal quarters, as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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. Permit or suffer: (a) The General Partner on a consolidated basis with the Borrower and their Subsidiaries shall not, as of the last day of any fiscal quarter, permit: (i) the ratio of (A) the sum of (1) Adjusted 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”), Charges to be less than (i) 1.50 to 1.0 from for the Agreement Execution Date through preceding 12 full calendar months throughout the Maturity Dateremaining term of the Facility; (ii) Consolidated Total Indebtedness (net of, with all as of such calculations date of determination, an amount equal to the lesser of (x) the amount of Unrestricted Cash and Cash Equivalents in clauses (A) excess of $30,000,000 and (By) above based on the results amount of Consolidated Total Indebtedness that matures within twenty-four (24) months of such date of determination) to exceed sixty percent (60%) of Total Asset Value, provided that such ratio may exceed sixty percent (60%) but may not exceed sixty-five percent (65%) as at the end of no more than four (4) consecutive fiscal quarters then endedfollowing a Major Acquisition up to two times during the term of this Agreement; (biii) as of The ratio obtained by dividing (a) the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (c) as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.0; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio sum of (Ai) Property Operating Income from Unencumbered Assets that are not Assets Under Development wholly-owned by the Borrower, a Subsidiary Guarantor or an Unencumbered Property Subsidiary for such fiscal quarter minus the Capital Expenditure Reserve Amount for such wholly-owned Unencumbered Assets for such quarter plus (ii) Earnings from Service Operations and interest income of the General Partner, the Borrower and their Subsidiaries from mortgage notes receivable for such quarter (with the aggregate amount of such Earnings from Service Operations and interest income limited to 15% of the sum of Property Operating Income from wholly owned Unencumbered Assets, Earnings from Service Operations and interest income) by (Bb) the interest expense incurred on all Consolidated Senior Unsecured Debt Indebtedness for such fiscal quarter to be less than 1.75 to 1.0 for the quarter then ended; or (iv) Consolidated Secured Indebtedness (net of, as of such date of determination, an amount equal to the lesser of (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth amount of Unrestricted Cash and Cash Equivalents in paragraphs (c) excess of $30,000,000 and (ey) above shall be tested the amount of Consolidated Secured Indebtedness that matures within twenty-four (24) months of such date of determination) to exceed thirty percent (30%) of Total Asset Value; provided, that such ratio may exceed thirty percent (30%) but may not exceed thirty-five percent (35%) at the end of each not more than four (4) consecutive fiscal quarter (for quarters following a Major Acquisition up to two times during the applicable reporting period), on a pro-forma basis at the time term 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 excluded from calculations of the 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 DateAgreement.

Indebtedness and Cash Flow Covenants. Permit or suffer: (a) as of the last day of any fiscal quarter, the ratio of (A) the sum of (1) EBITDA of the Consolidated Operating Partnership plus (2) interest income (other than any interest income from assets being used to support Defeased REMIC 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 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”)Partnership, to be less than (i) 1.50 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day any day, Consolidated Total Indebtedness to exceed 55% of any fiscal quarter, Implied Capitalization Value of the Consolidated Leverage Ratio to exceed sixty percent (60%)Operating Partnership; (c) as of any day, Indebtedness which does not bear interest at a fixed rate or is not subject to interest rate protection products reasonably approved by the last day Administrative Agent to exceed, in the aggregate, twenty percent (20%) of the Implied Capitalization Value of the Consolidated Operating Partnership. (d) as of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.75; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of obtained by dividing (Aa) Property Operating Income from Unencumbered Assets that are not qualifying for inclusion in the calculation of Value of Unencumbered Assets Under Development for such fiscal quarter to by (Bb) interest expense Debt Service on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs 1; (cf) 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 as of any Indebtedness by day, Consolidated Secured Debt to exceed 35% of Implied Capitalization Value of the Consolidated Operating Partnership; (g) as of the last day of any fiscal quarter, Market Value Net Worth of the Consolidated Operating Partnership to be less than the sum of (using i) $1,400,000,000 plus (ii) seventy-five percent (75%) of the latest quarterly financial statements then available aggregate proceeds received (net of customary related fees and taking into account expenses) in connection with any equity offering (including any issuance of shares in the proposed incurrence of Indebtedness)General Partner or units in the Borrower) after June 30, 2002. To the extent the Consolidated Operating Partnership has Defeased REMIC 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 this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.

Indebtedness and Cash Flow Covenants. Permit or sufferBorrower on a consolidated basis with its Subsidiaries shall not permit any of the following: (ai) Consolidated Outstanding Indebtedness to exceed (i) 57.5% of Consolidated Market Value as of any date during the AIP Transition Period, or (ii) 55% of Consolidated Market Value as of any other date. (ii) Consolidated Secured Indebtedness to exceed 35% of Consolidated Market Value, as of the last day of any fiscal quarter. (iii) The Value of Unencumbered Assets to be less than 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date. (iv) The aggregate Net Operating Income for the two most recent fiscal quarters of the Consolidated Group for which results have been reported under SECTION 6.1 from all Unencumbered Assets qualifying for inclusion in the Value of Unencumbered Assets as of the date of determination to be less than 1.75 times the portion of Consolidated Interest Expense for such two fiscal quarters attributable to Consolidated Senior Unsecured Indebtedness, as of the last day of any fiscal quarter. (v) Consolidated Cash Flow to be less than 2.0 times the Consolidated Debt Service, based on the most recent two fiscal quarters, for which the Consolidated Group has reported results under SECTION 6.1, annualized, as of the last day of any fiscal quarter. (vi) The ratio of (A) Consolidated Cash Flow to Fixed Charges for the prior quarter, to be less than 1.60 to 1. "FIXED CHARGES" shall mean the sum of (1i) 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 duplicationInterest Expense, (2ii) all scheduled principal payments due on account of Consolidated Outstanding Indebtedness (excluding balloon payments), (iii) all dividends payable on account of preferred stock of Borrower or preferred partnership units of any member of other Person in the Consolidated Operating Partnership for such quarter plus Group and (3iv) all Ground Lease Payments due from any member of the Consolidated Operating Partnership ground lease payments to the extent not deducted as an expense in calculating EBITDA of the Consolidated Operating Partnership (the “Fixed Charge Coverage Ratio”), to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date, with all such calculations in clauses (A) and (B) above based on the results of the four (4) consecutive fiscal quarters then ended; (b) as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (c) as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.0; (d) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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 DateCash Flow.

Indebtedness and Cash Flow Covenants. Permit Neither the Issuer nor the General Partner will permit or suffer: (a) as of the last day of any fiscal quarterquarter of the Issuer and the General Partner, the ratio of (A1) the sum of (1i) EBITDA of the Consolidated Operating Partnership plus (2ii) interest income (other than any interest income from assets being used to support Defeased Debt) to (B2) the sum of (1i) Debt Service plus, without duplication, (2ii) all payments on account of preferred stock or preferred partnership units of any member of the Consolidated Operating Partnership for such quarter plus (3iii) all Ground Lease Payments due from 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 (the “Fixed Charge Coverage Ratio”)Partnership, to be less than (i) 1.50 to 1.0 from the Agreement Execution Date through the Maturity Date1.00, with all such calculations in clauses (A1) and (B2) above based on the results of the four (4) consecutive fiscal quarters of the Issuer and the General Partner then ended; (b) as of the last day of any fiscal quarterquarter of the Issuer and the General Partner, the Consolidated Leverage Ratio to exceed sixty percent (60%); (c) as of the last day of any fiscal quarterquarter of the Issuer and the General Partner, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.00; (d) as of the last day of any fiscal quarterquarter of the Issuer and the General Partner, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating PartnershipValue; or (e) as of the last day of any fiscal quarterquarter of the Issuer and the General Partner, the ratio of (A1) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B2) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 1.00 (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 Execution Date through (or, if at such time the Maturity DateBank 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), 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-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 this Section 9.7 Sections 10.8(a) through (d), inclusive, shall be made in accordance with GAAP as in effect on the Agreement Execution DateDate (“Static GAAP”); provided 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) through 10.8(d), inclusive, or any of the defined terms used therein are determined by the Required Holders to 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 such request.

Indebtedness and Cash Flow Covenants. Permit or sufferThe Borrower on a consolidated basis with its Subsidiaries shall not permit: (ai) Consolidated Outstanding Indebtedness to exceed sixty percent (60%) of Consolidated Market Value; (ii) Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Consolidated Market Value, as of the last day of any fiscal quarter; (iii) Subordinated Indebtedness to exceed ten percent (10%) of the Value of Unencumbered Assets, the ratio as of any date; (Aiv) the sum Value 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”), Unencumbered Assets to be less than (i) 1.50 to 1.0 from 1.60 times the Agreement Execution Date through the Maturity DateConsolidated Senior Unsecured Indebtedness, with all such calculations in clauses (A) and (B) above based on the results as of the four (4) consecutive fiscal quarters then endedany date; (bv) the aggregate Net Operating Income for the two (2) most recent fiscal quarters of the Consolidated Group for which results have been reported under Section 6.1 from all Unencumbered Assets qualifying for inclusion in the Value of Unencumbered Assets as of the date of determination to be less than 1.75 times the portion of Consolidated Interest Expense for such two (2) fiscal quarters attributable to Consolidated Senior Unsecured Indebtedness, as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); (cvi) Consolidated Cash Flow to be less than 2.0 times the Consolidated Debt Service, based on the most recent two (2) fiscal quarters, for which the Consolidated Group has reported results under Section 6.1, annualized, as of the last day of any fiscal quarter, the ratio of Value of Unencumbered Assets to outstanding ; or (vii) Consolidated Senior Unsecured Debt Cash Flow to be less than 1.67 to 1.0; 1.5 times Fixed Charges, based on the most recent two (d2) fiscal quarters, as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; or (e) as of the last day of any fiscal quarter, the ratio of (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter to be less than (x) 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased Debt, both the underlying debt and interest payable thereon and the financial assets used to defease such debt and interest earned thereon shall be excluded from calculations of the 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. Permit or suffer: (a) as of March 31, 2000 or the last day of any fiscal quarterquarter ending thereafter, 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 REMIC 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 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”)Partnership, to be less than (i) 1.50 1.75 to 1.0 from the Agreement Execution Date through the Maturity Date1.0, with all such calculations in clauses (A) and (B) above based on annualizing the results of the four (4) consecutive such fiscal quarters then endedquarter; (b) as of the last day any day, Consolidated Total Indebtedness to exceed 55% of any fiscal quarter, Implied Capitalization Value of the Consolidated Leverage Ratio to exceed sixty percent (60%)Operating Partnership; (c) as of any day, Indebtedness which does not bear interest at a fixed rate or is not subject to interest rate protection products reasonably approved by the last day Administrative Agent to exceed, in the aggregate, twenty percent (20%) of the Implied Capitalization Value of the Consolidated Operating Partnership. (d) as of any fiscal quarterday, the ratio of Value of Unencumbered Assets to outstanding Consolidated Senior Unsecured Debt to be less than 1.67 to 1.01.75; (de) as of March 31, 2000 or the last day of any fiscal quarterquarter ending thereafter, the ratio obtained by dividing (a) Property Operating Income from Unencumbered Assets qualifying for inclusion in the calculation of Value of Unencumbered Assets for such quarter by (b) Debt Service on all Consolidated Senior Unsecured Debt for such quarter to be less than 1.75 to 1; (f) as of any day, the sum of (1) Consolidated Secured Debt plus (2) Senior Preferred Stock of the General Partner to exceed 4035% of Implied Capitalization Value of the Consolidated Operating Partnership; or. Senior Preferred Stock of the General Partner will be dropped from this ratio when the PS Guaranty is eliminated, as evidenced by the Administrative Agent's receipt of satisfactory evidence thereof; (eg) as of March 31, 2000 or the last day of any fiscal quarterquarter ending thereafter, Market Value Net Worth of the ratio of (A) Property Consolidated Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) interest expense on all Consolidated Senior Unsecured Debt for such fiscal quarter Partnership to be less than the sum of (xi) 1.75 to 1.0 from $1,400,000,000 plus (ii) seventy-five percent (75%) of the aggregate proceeds received (net of customary related fees and expenses) in connection with any equity offering (including any issuance of shares in the General Partner or units in the Borrower) after the Agreement Execution Date through the Maturity Date. The foregoing covenants set forth in paragraphs (c) and (e) above shall be tested at the end of each fiscal quarter (for the applicable reporting period), on a pro-forma basis at the time of each Borrowing under the Facility (using the latest quarterly financial statements then available and taking into account the proposed Borrowing), and on a pro-forma basis upon any Asset Sale or incurrence of any Indebtedness by the Consolidated Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness). To the extent the Consolidated Operating Partnership has Defeased REMIC 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 this Section 9.7 shall be made in accordance with GAAP as in effect on the Agreement Execution Date.