Common use of Indebtedness and Cash Flow Covenants Clause in Contracts

Indebtedness and Cash Flow Covenants. CP Limited on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty percent (50%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter; (ii) Consolidated Secured Indebtedness to exceed twenty-five percent (25%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter; (iii) the Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, to be less than 2.0 times the Consolidated Senior Unsecured Indebtedness; (iv) EBITDA to be less than 2.0 times the Consolidated Debt Service, based on results for the two most recent full fiscal quarters for which CP Limited has reported results under Section 6.1, annualized; and ----------- (v) The ratio of (a) Net Operating Income attributable to Unencumbered Assets to (b) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full fiscal quarter, to be less than 2.0.

Indebtedness and Cash Flow Covenants. CP Limited The Borrower on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty fifty-five percent (5055%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarteras of any date; (ii) Consolidated Secured Indebtedness to exceed twentythirty-five percent (2535%) of Consolidated Market Value, based on reported results for as of the most recent full last day of any fiscal quarter; (iii) the Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, Assets to be less than 2.0 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date; (iv) 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 be less than 1.75 times the portion of Consolidated Interest Expense for such two (2) fiscal quarters attributable to Consolidated Senior Unsecured Debt, as of the last day of any fiscal quarter; and (v) Consolidated Cash Flow to be less than 2.0 times the Consolidated Debt Service, based on results for the two most recent full two (2) fiscal quarters quarters, for which CP Limited the Consolidated Group has reported results under Section SECTION 6.1, annualized; and ----------- (v) The ratio , as of (a) Net Operating Income attributable to Unencumbered Assets to (b) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full last day of any fiscal quarter, to be less than 2.0.

Indebtedness and Cash Flow Covenants. CP Limited The Borrower on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty sixty percent (5060%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter; (ii) Consolidated Secured Indebtedness to exceed twentythirty-five percent (2535%) of Consolidated Market Value, based on reported results for as of the most recent full last day of any fiscal quarter; (iii) the Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, Assets to be less than 2.0 1.60 times the Consolidated Senior Unsecured Indebtedness, as of any date; (iv) 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 be less than 1.75 times the portion of Consolidated Interest Expense for such two (2) fiscal quarters attributable to Consolidated 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 results for the two most recent full two (2) fiscal quarters quarters, for which CP Limited the Consolidated Group has reported results under Section 6.1, annualized, as of the last day of any fiscal quarter; and -----------or (v) The ratio of (a) Net Operating Income attributable to Unencumbered Assets to (bvi) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full fiscal quarter, Cash Flow to be less than 2.01.5 times Fixed Charges, based on the most recent two (2) fiscal quarters, as of the last day of any fiscal quarter.

Indebtedness and Cash Flow Covenants. CP Limited The Borrower on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty fifty-five percent (5055%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarteras of any date; (ii) Consolidated Secured Indebtedness to exceed twentythirty-five percent (2535%) of Consolidated Market Value, based on reported results for as of the most recent full last day of any fiscal quarter; (iii) the Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, Assets to be less than 2.0 1.75 times the Consolidated Senior Unsecured Indebtedness, as of any date; (iv) 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 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; and (v) Consolidated Cash Flow to be less than 2.0 times the Consolidated Debt Service, based on results for the two most recent full two (2) fiscal quarters quarters, for which CP Limited the Consolidated Group has reported results under Section SECTION 6.1, annualized; and ----------- (v) The ratio , as of (a) Net Operating Income attributable to Unencumbered Assets to (b) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full last day of any fiscal quarter, to be less than 2.0.

Indebtedness and Cash Flow Covenants. CP Limited The Borrower on a consolidated ------------------------------------ basis with its Subsidiaries shall not permit: (i) Consolidated Outstanding Indebtedness to exceed fifty percent (50%) of divided by Consolidated Market ValueValue (expressed as a percentage), based on reported results for the most recent full fiscal quarter, to exceed (i) fifty-nine and one-half percent (59.5%) for the quarters ending on March 31, 2002 and June 30, 2002, (ii) fifty-seven and one-half percent (57.5%) for the quarter ending on September 30, 2002, (iii) fifty-five percent (55%) for the quarter ending on December 31, 2002, (iv) fifty-two and one-half percent (52.5%) for the quarters ending on March 31, 2003 and (v) fifty percent (50%) for quarters ending thereafter; (ii) Consolidated Secured Indebtedness to exceed twenty-five percent (25%) of Consolidated Market Value, based on reported results for the most recent full fiscal quarter; (iii) the The Value of Unencumbered Assets, based on reported results for the most recent full fiscal quarter, Assets to be less than 2.0 (i) 1.65 times the Consolidated Senior Unsecured IndebtednessIndebtedness for quarters ending on or before June 30, 2002, (ii) 1.75 times the Consolidated Senior Unsecured Indebtedness for the quarter ending on September 30, 2002 and (iii) 2.0 times Consolidated Senior Unsecured Indebtedness for the quarters ending thereafter; (iv) EBITDA to be less than 2.0 times the Consolidated Debt Service, based on results for the two most recent full fiscal quarters for which CP Limited Borrower has reported results under Section 6.1, annualized; and -----------and (v) The ratio of (a) Net Operating Income attributable to Unencumbered Assets to (b) Consolidated Interest Expense attributable to Unsecured Indebtedness, in each case based on reported results for the most recent full fiscal quarter, to be less than 2.0.