Common use of Indebtedness and Cash Flow Covenants Clause in Contracts

Indebtedness and Cash Flow Covenants. The General Partner on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries shall not permit: (i) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Interest Expense for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date; (ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date; (iii) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets to be less than 2.0 times the Consolidated Unsecured Indebtedness; or (v) as of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Value.

Indebtedness and Cash Flow Covenants. The General Partner Borrower on a ------------------------------------ consolidated basis with the Borrower and their its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty-seven and one-half percent (57.5%) 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, as of any date; (iv) the ratio Value of Unencumbered Assets to be less than 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date; (Av) EBITDA 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 (B) be less than 1.75 times the portion of Consolidated Interest Expense for the four such two (42) fiscal quarters then ended attributable to be less thanConsolidated Senior Unsecured Indebtedness, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date; (ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date; (iiivi) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets Cash Flow to be less than 2.0 times the Consolidated Unsecured IndebtednessDebt 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 (vvii) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most recent two (2) fiscal quarters, as of the last day of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Valuefiscal quarter.

Indebtedness and Cash Flow Covenants. The General Partner Borrower on a ------------------------------------ consolidated basis with the Borrower and their its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty-five percent (55%) 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, as of any date; (iv) the ratio Value of Unencumbered Assets to be less than 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date; (Av) EBITDA 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 (B) be less than 1.75 times the portion of Consolidated Interest Expense for the four such two (42) fiscal quarters then ended attributable to be less thanConsolidated Senior Unsecured Indebtedness, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date; (ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date; (iiivi) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets Cash Flow to be less than 2.0 times the Consolidated Unsecured IndebtednessDebt 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 (vvii) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most recent two (2) fiscal quarters, as of the last day of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Valuefiscal quarter.

Indebtedness and Cash Flow Covenants. The General Partner on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries shall not permit: (i) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Interest Expense for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Original Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Original Closing Date; (ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Original Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Original Closing Date; (iii) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets to be less than 2.0 times the Consolidated Unsecured Indebtedness; or (v) as of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Value.

Indebtedness and Cash Flow Covenants. The General Partner Borrower on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries its Subsidiaries, shall not permit: (i) Consolidated Outstanding Indebtedness to exceed (A) fifty-eight percent (58%) of Consolidated Market Value, as of any date through and including December 30, 2003, or (B) fifty-five percent (55%) of Consolidated Market Value, as of any date thereafter; (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, as of any date; (iv) the ratio Value of Unencumbered Assets to be less than 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date; (Av) EBITDA 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 (B) be less than 1.75 times the portion of Consolidated Interest Expense for the four such two (42) most recent fiscal quarters then ended attributable to be less thanConsolidated Senior Unsecured Indebtedness, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date; (ii) as of the last day of any fiscal quarter, the ratio of (A) EBITDA to (B) Fixed Charges for the four (4) fiscal quarters then ended to be less than, from the Closing Date through December 31, 1999, 1.85 to 1.0 and thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date; (iiivi) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets Cash Flow to be less than 2.0 times the Consolidated Unsecured IndebtednessDebt 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 (vvii) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most recent two (2) fiscal quarters, as of the last day of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Valuefiscal quarter.

Indebtedness and Cash Flow Covenants. The General Partner on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries shall not permitPermit or suffer: (ia) 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) Interest Expense 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) 1.20 to 1.0 from the Agreement Execution Date through September 30, 2011 and (ii) 1.25 to 1.0 from October 1, 2011 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; provided however that such ratio may be less than 1.25 to 1.0, but not less than 1.20 to 1.0 for up to any four (4) fiscal quarters then ended ending after October 1, 2011 through the Maturity Date. (b) as of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed (i) sixty-five percent (65%) from the Agreement Execution Date through September 30, 2011 and (ii) sixty percent (60%) thereafter; (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, than (i) 1.30 to 1.0 from the Closing Agreement Execution Date through December 31September 30, 1999, 2.5 2011 and (ii) 1.60 to 1.0 and thereafterfrom October 1, 2.75 2011 through the Maturity Date; provided that such ratio may be up to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed .10 to 1.0 below the applicable required ratio for one quarter after the Closing Agreement Execution Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date;. (iid) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership. (e) as of the last day of any fiscal quarter, the Borrower to be out of compliance with any of the financial covenants regarding limitations on incurrence of indebtedness set forth in the Indentures on a pro forma basis. For purposes hereof, calculation on a “pro forma basis” shall mean that the financial covenants are calculated so that (A) the sum of the Aggregate Revolving Credit Commitments and the outstanding principal amount of the Term Loan (the “Assumed Facility Outstandings”) shall be treated as “indebtedness secured by an encumbrance”, “secured debt” or any similar term (and no longer treated as “unsecured debt” or any similar term) thereunder and (B) an amount equal to the Assumed Facility Outstandings divided by 60% (representing assets with a loan-to-value ratio of 60%) shall be deducted from the value of “total unencumbered assets” or any similar term thereunder. (f) as of any day, the Value of Unencumbered Assets to be less than $1,300,000,000. (g) as of the last day of any fiscal quarter, the ratio of (A) EBITDA Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) Fixed Charges interest expense on all Consolidated Senior Unsecured Debt for the four such fiscal quarter (4) fiscal quarters then ended which shall be calculated to be less thanequal to the greatest of the following for such period: (i) actual interest expense on Consolidated Senior Unsecured Debt determined in accordance with GAAP, (ii) interest that would be payable on Consolidated Senior Unsecured Debt using an assumed interest rate equal to the 10-year U.S. Treasury Rate as of the last day of such fiscal quarter plus 3.0% and (iii) interest that would be payable on Consolidated Senior Unsecured Debt using an assumed interest rate of (1) 7.00% from the Closing Effective Date through December 31, 19992011, 1.85 to 1.0 and (2) 7.50% thereafter, 2.0 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Date; (iii) as of any day, Consolidated Total Indebtedness to exceed fifty percent (50%) of Capitalization Value; (iv) as of any day, the Value of Unencumbered Assets to be less than 2.0 times (x) 1.30 to 1.0 from the Agreement Execution Date through September 30, 2011, and (y) 1.45 to 1.0 from October 1, 2011 through the Maturity Date; provided that such ratio may be up to .10 to 1.0 below the applicable required ratio for one quarter after the Agreement Execution Date. The foregoing covenants set forth in paragraphs (c), (e), (f) and (g) 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 Unsecured Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness; or (v) as ). 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 any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Valuethe foregoing financial covenants.

Indebtedness and Cash Flow Covenants. The General Partner on a ------------------------------------ consolidated basis with the Borrower and their Subsidiaries shall not permitPermit or suffer: (ia) 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) Interest Expense 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) 1.35 to 1.0 from the Agreement Execution Date through December 31, 2012; (ii) 1.40 to 1.0 from January 1, 2013 through December 31, 2013; and (iii) 1.50 to 1.0 from January 1, 2014 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 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, from the Closing Date through December 31, 1999, 2.5 to 1.0 and thereafter, 2.75 than 1.67 to 1.0; provided, however, that until four (4) full fiscal quarters have elapsed after the Closing Date, Interest Expense will be calculated by annualizing the Interest Expense for those full fiscal quarters that have elapsed since the Closing Date; (iid) as of the last day of any fiscal quarter, Consolidated Secured Debt to exceed 40% of Implied Capitalization Value of the Consolidated Operating Partnership; (e) as of the last day of any fiscal quarter, the ratio of (i) (A) EBITDA Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter to (B) Fixed Charges interest expense on all Consolidated Senior Unsecured Debt for the four (4) such fiscal quarters then ended quarter to be less than, than (x) 1.60 to 1.0 from the Closing Agreement Execution Date through December 31, 19992012, 1.85 and (y) 1.75 to 1.0 from January 1, 2013 through the Maturity Date; and thereafter(ii) (A) Property Operating Income from Unencumbered Assets that are not Assets Under Development for such fiscal quarter, 2.0 to 1.0; provided, however, that until multiplied by four (4), to (B) full fiscal quarters have elapsed after the Closing Date, Fixed Charges will all Consolidated Senior Unsecured Debt shall not be calculated by annualizing the Fixed Charges for those full fiscal quarters that have elapsed since the Closing Dateless than eleven percent (11%); (iiif) as the Market Value Net Worth of the Consolidated Operating Partnership shall not at any daytime be less than the sum of (i) $1,045,000,000, Consolidated Total Indebtedness plus (ii) an amount equal to exceed fifty seventy percent (5070%) of Capitalization Value; Net Proceeds (ivcalculated without duplication) as 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 day, the Value of Unencumbered Assets to be less than 2.0 times Indebtedness by the Consolidated Unsecured Operating Partnership (using the latest quarterly financial statements then available and taking into account the proposed incurrence of Indebtedness; or (v) ). 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 of any day, Consolidated Secured Indebtedness to exceed twenty percent (20%) of Capitalization Valuein effect on the Agreement Execution Date.