Common use of Leverage Restrictions Clause in Contracts

Leverage Restrictions. From and after the date a General Partner Fundamental Change is consummated, so long as any Series A Preferred Units are thereafter outstanding: (1) The Partnership shall not incur additional Indebtedness if its Leverage Ratio exceeds 50% (the “50% Leverage Ratio”). (2) The Partnership’s Leverage Ratio shall not exceed 60% at any time; provided, however, that if the Partnership’s Leverage Ratio exceeds 60%, it shall have a period of 180 days to cause its Leverage Ratio to fall below 60%. (3) Notwithstanding the foregoing, (i) in the event of any redemption or conversion of any Series A Preferred Units pursuant to Sections 16.5 or 16.6 of this Agreement, whether such redemption or conversion occurs before or after the consummation of the General Partner Fundamental Change pursuant to which this Section 16.8.C becomes effective, the Partnership shall have the right to increase its Indebtedness by an amount equal to the amount by which the aggregate Series A Preference has been reduced relative to the amount thereof as of the original issuance date of the Series A Preferred Units, so long as the Adjusted Leverage Ratio does not, as a result of such incurrence of Indebtedness, exceed 83%, and (ii) the Partnership shall have the right to increase its Indebtedness above the 50% Leverage Ratio to the extent, and only to the extent, necessary to satisfy the Partnership’s obligations to provide opportunities to Series A Limited Partners to guaranty Partnership Indebtedness or otherwise provide debt protection pursuant to agreements between the Partnership and the various Series A Limited Partners (but only if such obligation is not able to be satisfied through guaranties of the Partnership’s Indebtedness that would not require the Partnership to increase its Indebtedness above the amount that would violate the 50% Leverage Ratio). (4) As used in this Article 16, (i) “Leverage Ratio” means the ratio of the sum of the total Indebtedness of the Partnership and its consolidated Subsidiaries to the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, (ii) “Adjusted Leverage Ratio” means the ratio of (x) the sum of the total Indebtedness of the Partnership and its consolidated Subsidiaries plus the Series A Preference with respect to all of the then-outstanding Series A Preferred Units to (y) the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, and (iii) “Maximum Leverage Restriction” means the restrictions on the Partnership’s Leverage Ratio and Adjusted Leverage Ratio set forth in this Section 16.8.C.

Leverage Restrictions. From and after the date a General Partner Fundamental Change is consummated, so long as any Series A Preferred Units are thereafter outstanding: (1a) The Partnership shall not Trust or any Investment Trust may incur additional or assume Indebtedness if its Leverage Ratio exceeds 50% (the “50% Leverage Ratio”). (2) The Partnership’s Leverage Ratio shall not exceed 60% from any Person at any time; providedtime and for any purpose, however, that if subject to the Partnership’s Leverage Ratio exceeds 60%, it shall have a period provisions of 180 days to cause its Leverage Ratio to fall below 60%. paragraphs (3b) and (c) of this Section 10.1. Notwithstanding the foregoing, in the event that (i) any Indebtedness incurred or assumed by the Trust or any Investment Trust in the event of any redemption accordance with this Section 10.1 represents 5% (five percent) or conversion of any Series A Preferred Units pursuant to Sections 16.5 or 16.6 of this Agreement, whether such redemption or conversion occurs before or after the consummation more (but less 20% (twenty percent)) of the General Partner Fundamental Change pursuant to which this Section 16.8.C becomes effectivevalue of the Trust Estate, the Partnership shall have the right to increase its Indebtedness by an amount equal to the amount by which the aggregate Series A Preference that has been reduced relative to entered into as part of simultaneous or successive transactions within a 12 (twelve) month period commencing on the amount thereof as of the original issuance date of the Series A Preferred Unitsfirst transaction and that may be considered a single transaction, so long as such Indebtedness shall be approved by the Adjusted Leverage Ratio does not, as a result of such incurrence of Indebtedness, exceed 83%Technical Committee, and (ii) any Indebtedness incurred or assumed by the Partnership shall have the right to increase its Indebtedness above the 50% Leverage Ratio to the extent, and only to the extent, necessary to satisfy the Partnership’s obligations to provide opportunities to Series A Limited Partners to guaranty Partnership Indebtedness Trust or otherwise provide debt protection any Investment Trusts pursuant to agreements between the Partnership and the various Series A Limited Partners Section 10.1 that represents 20% (but only if such obligation is not able to be satisfied through guaranties twenty percent) or more of the Partnership’s value of the Trust Estate based on the relevant closing numbers of the immediately preceding quarter, that has been entered into as part of simultaneous or successive transactions within a 12 (twelve) month period commencing on the date of the first transaction and that may be considered a single transaction, such Indebtedness that would shall be approved by the Ordinary Holders Meeting (in which case, the approval of the Technical Committee shall not require the Partnership to increase its Indebtedness above the amount that would violate the 50% Leverage Ratiobe required). (4b) As used The Trust shall not, at any time, incur or assume Indebtedness with recourse to the Trust Estate if, as a result thereof, the level of indebtedness of the Trust (as calculated in this accordance with Annex AA of the CNBV Regulations and disclosed pursuant to Article 1635 of such CNBV Regulations, the “Level of Indebtedness”) is greater than the maximum permitted level of 50% (fifty percent) of the book value of the Trust’s assets calculated as of the end of the last reported quarter. In addition, in the event that such maximum permitted level is exceeded, (i) “Leverage Ratio” means the Trust shall not incur or assume, with recourse to the Trust Estate, additional Indebtedness until the Level of Indebtedness has been adjusted to conform to the maximum level permitted under the CNBV Regulations, unless the relevant additional Indebtedness is for the purposes of refinancing Indebtedness to extend its tenor, and the Technical Committee documents evidence of such situation; provided, that the result of such refinancing shall not give rise to an increase in the Level of Indebtedness recorded prior to such refinancing transaction; and (ii) the Manager shall present to the Holders Meeting a report in which it describes that the maximum Level of Indebtedness permitted under the CNBV Regulations has been exceeded, together with a corrective plan establishing the form, terms and, if applicable, time period to comply with such maximum permitted level; provided, that such report and corrective plan must have been previously approved by the majority of the Independent Members of the Technical Committee within a term of 20 (twenty) Business Days from the date on which the exceeding of the maximum permitted Level of Indebtedness is disclosed pursuant to the CNBV Regulations. (c) The Trust shall not, at any time, incur or assume Indebtedness with recourse to the Trust Estate if, as a result thereof, the debt service coverage ratio of the sum Trust (as calculated in accordance with Annex AA of the total Indebtedness CNBV Regulations and disclosed pursuant to Article 35 of such CNBV Regulations, the Partnership and its consolidated Subsidiaries “Debt Service Coverage Ratio”) is lower than the minimum permitted ratio of 1.0 (one point zero). In addition, in the event that the Debt Service Coverage Ratio is lower than the minimum ratio permitted under the CNBV Regulations, (i) the Trust shall not incur or assume, with recourse to the Partnership’s Trust Estate, additional Indebtedness until the Debt Service Coverage Ratio is at least the minimum ratio permitted under the CNBV Regulations, unless the relevant additional Indebtedness is for the purposes of refinancing Indebtedness to extend its tenor, and its consolidated Subsidiaries’ Gross Asset Valuethe Technical Committee documents evidence of such situation; provided, that the result of such refinancing shall not give rise to a decrease in the Debt Service Coverage Ratio recorded prior to such refinancing transaction; and (ii) “Adjusted Leverage Ratio” means the Manager shall present to the Holders Meeting a report in which it describes that the Debt Service Coverage Ratio has decreased below the minimum ratio of (x) permitted under the sum CNBV Regulations, together with a corrective plan establishing the form, terms and, if applicable, time period for the Debt Service Coverage Ratio to be equal to or higher than the minimum ratio permitted under the CNBV Regulations; provided, that such report and corrective plan must have been previously approved by the majority of the total Indebtedness Independent Members of the Partnership and its consolidated Subsidiaries plus Technical Committee within a term of 20 (twenty) Business Days from the Series A Preference with respect to all date on which the decrease of the then-outstanding Series A Preferred Units Debt Service Coverage Ratio below the minimum permitted ratio is disclosed pursuant to (y) the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, and (iii) “Maximum Leverage Restriction” means the restrictions on the Partnership’s Leverage Ratio and Adjusted Leverage Ratio set forth in this Section 16.8.C.CNBV Regulations.

Leverage Restrictions. From and after the date a General Partner Fundamental Change is consummated, so long as any Series A Preferred Units are thereafter outstanding: (1) The Partnership shall not incur additional Indebtedness if its Leverage Ratio exceeds 50% (the “50% Leverage Ratio”). (2) The Partnership’s Leverage Ratio shall not exceed 60% at any time; provided, however, that if the Partnership’s Leverage Ratio exceeds 60%, it shall have a period of 180 days to cause its Leverage Ratio to fall below 60%. (3) Notwithstanding the foregoing, (i) in the event of any redemption or conversion of any Series A Preferred Units pursuant to Sections 16.5 or 16.6 of this Agreement, whether such redemption or conversion occurs before or after the consummation of the General Partner Fundamental Change pursuant to which this Section 16.8.C becomes effective, the Partnership shall have the right to increase its Indebtedness by an amount equal to the amount by which the aggregate Series A Preference has been reduced relative to the amount thereof as of the original issuance date of the Series A Preferred Units, so long as the Adjusted Leverage Ratio does not, as a result of such incurrence of Indebtedness, exceed 83%, and (ii) the Partnership shall have the right to increase its Indebtedness above the 50% Leverage Ratio to the extent, and only to the extent, necessary to satisfy the Partnership’s obligations to provide opportunities to Series A Limited Partners to guaranty Partnership Indebtedness or otherwise provide debt protection pursuant to agreements between the Partnership and the various Series A Limited Partners (but only if such obligation is not able to be satisfied through guaranties of the Partnership’s Indebtedness that would not require the Partnership to increase its Indebtedness above the amount that would violate the 50% Leverage Ratio). (4) As used in this Article 16, (i) “Leverage Ratio” means the ratio of the sum of the total Indebtedness of the Partnership and its consolidated Subsidiaries to the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, (ii) “Adjusted Leverage Ratio” means the ratio of (x) the sum of the total Indebtedness of the Partnership and its consolidated Subsidiaries plus the Series A Preference with respect to all of the then-outstanding Series A Preferred Units to (y) the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, and (iii) “Maximum Leverage Restriction” means the restrictions on the Partnership’s Leverage Ratio and Adjusted Leverage Ratio set forth in this Section 16.8.C.

Leverage Restrictions. From and after the date a General Partner Fundamental Change is consummated, so long as any Series A Preferred Units are thereafter outstanding: (1a) The Partnership shall not Trust or any Investment Trust may incur additional or assume Indebtedness if its Leverage Ratio exceeds 50% (the “50% Leverage Ratio”). (2) The Partnership’s Leverage Ratio shall not exceed 60% from any Person at any time; providedtime and for any purpose, however, that if subject to the Partnership’s Leverage Ratio exceeds 60%, it shall have a period provisions of 180 days to cause its Leverage Ratio to fall below 60%. paragraphs (3b) and (c) of this Section 10.1. Notwithstanding the foregoing, in the event that (i) any Indebtedness incurred or assumed by the Trust or any Investment Trust in the event of any redemption accordance with this Section 10.1 represents 5% (five percent) or conversion of any Series A Preferred Units pursuant to Sections 16.5 or 16.6 of this Agreement, whether such redemption or conversion occurs before or after the consummation more (but less 20% (twenty percent)) of the General Partner Fundamental Change pursuant to which this Section 16.8.C becomes effectivevalue of the Trust Estate, the Partnership shall have the right to increase its Indebtedness by an amount equal to the amount by which the aggregate Series A Preference that has been reduced relative to entered into as part of simultaneous or successive transactions within a 12 (twelve) month period commencing on the amount thereof as of the original issuance date of the Series A Preferred Unitsfirst transaction and that may be considered a single transaction, so long as such Indebtedness shall be approved by the Adjusted Leverage Ratio does not, as a result of such incurrence of Indebtedness, exceed 83%Technical Committee, and (ii) any Indebtedness incurred or assumed by the Partnership shall have the right to increase its Indebtedness above the 50% Leverage Ratio to the extent, and only to the extent, necessary to satisfy the Partnership’s obligations to provide opportunities to Series A Limited Partners to guaranty Partnership Indebtedness Trust or otherwise provide debt protection any Investment Trusts pursuant to agreements between the Partnership and the various Series A Limited Partners Section 10.1 that represents 20% (but only if such obligation is not able to be satisfied through guaranties twenty percent) or more of the Partnership’s value of the Trust Estate based on the relevant closing numbers of the immediately preceding quarter, that has been entered into as part of simultaneous or successive transactions within a 12 (twelve) month period commencing on the date of the first transaction and that may be considered a single transaction, such Indebtedness that would shall be approved by the Ordinary Holders Meeting (in which case, the approval of the Technical Committee shall not require the Partnership to increase its Indebtedness above the amount that would violate the 50% Leverage Ratiobe required). (4b) As used The Trust shall not, at any time, incur or assume Indebtedness with recourse to the Trust Estate if, as a result thereof, the level of indebtedness of the Trust (as calculated in this accordance with Annex AA of the CNBV Regulations and disclosed pursuant to Article 1635 of such CNBV Regulations, the “Level of Indebtedness”) is greater than the maximum permitted level of 50% (fifty percent) of the book value of the Trust’s assets calculated as of the end of the last reported quarter. In addition, in the event that such maximum permitted level is exceeded, (i) the Trust shall not incur or assume, with recourse to the Trust Estate, additional Indebtedness until the Level of Indebtedness has been adjusted to conform to the maximum level permitted under the CNBV Regulations, unless the relevant additional Indebtedness is for the purposes of refinancing Indebtedness to extend its tenor, and the Technical Committee documents evidence of such situation; provided, that the result of such refinancing shall not give rise to an increase in the Level of Indebtedness recorded prior to such refinancing transaction; and (ii) the Manager shall present to the Holders Meeting a report in which it describes that the maximum Level of Indebtedness permitted under the CNBV Regulations has been exceeded, together with a corrective plan establishing the form, terms and, if applicable, time period to comply with such maximum permitted level; provided, that such report and corrective plan must have been previously approved by the majority of the Independent Members of the Technical Committee within a term of 20 (twenty) Business Days from the date on which the exceeding of the maximum permitted Level of Indebtedness is disclosed pursuant to the CNBV Regulations. (c) The Trust shall not, at any time, incur or assume Indebtedness with recourse to the Trust Estate if, as a result thereof, the debt service coverage ratio of the Trust (as calculated in accordance with Annex AA of the CNBV Regulations and disclosed pursuant to Article 35 of such CNBV Regulations, the “Debt Service Coverage Ratio”) is lower than the minimum permitted ratio of 1.0 (one point zero). In addition, in the event that the Debt Service Coverage Ratio is lower than the minimum ratio permitted under the CNBV Regulations, (i) “Leverage Ratio” means the ratio of the sum of the total Indebtedness of the Partnership and its consolidated Subsidiaries Trust shall not incur or assume, with recourse to the Partnership’s Trust Estate, additional Indebtedness until the Debt Service Coverage Ratio is at least the minimum ratio permitted under the CNBV Regulations, unless the relevant additional Indebtedness is for the purposes of refinancing Indebtedness to extend its tenor, and its consolidated Subsidiaries’ Gross Asset Valuethe Technical Committee documents evidence of such situation; provided, that the result of such refinancing shall not give rise to a decrease in the Debt Service Coverage Ratio recorded prior to such refinancing transaction; and (ii) “Adjusted Leverage Ratio” means the Manager shall present to the Holders Meeting a report in which it describes that the Debt Service Coverage Ratio has decreased below the minimum ratio of (x) permitted under the sum CNBV Regulations, together with a corrective plan establishing the form, terms and, if applicable, time period for the Debt Service Coverage Ratio to be equal to or higher than the minimum ratio permitted under the CNBV Regulations; provided, that such report and corrective plan must have been previously approved by the majority of the total Indebtedness Independent Members of the Partnership and its consolidated Subsidiaries plus Technical Committee within a term of 20 (twenty) Business Days from the Series A Preference with respect to all date on which the decrease of the then-outstanding Series A Preferred Units Debt Service Coverage Ratio below the minimum permitted ratio is disclosed pursuant to (y) the Partnership’s and its consolidated Subsidiaries’ Gross Asset Value, and (iii) “Maximum Leverage Restriction” means the restrictions on the Partnership’s Leverage Ratio and Adjusted Leverage Ratio set forth in this Section 16.8.C.CNBV Regulations.