Common use of Unsecured Indebtedness Clause in Contracts

Unsecured Indebtedness. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio of (i) Consolidated Unsecured Indebtedness (net of, as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Unsecured Indebtedness that matures within twenty-four (24) months of such date of determination) to (ii) the sum (the “Section 9.6 Sum”), without duplication, of (a) aggregate Capitalized Unencumbered Property NOI (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost (after taking into account any impairments) of all Unencumbered Properties which are Acquisition Properties, plus (c) the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (x) such ratio does not exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (z) the Borrower provides a certificate of a Responsible Officer to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%; and provided further that for purposes of determining the Section 9.6 Sum, the aggregate amount of the Section 9.6 Sum attributable to investments in Real Estate, other than (x) office, office flex, industrial/warehouse and/or multi-family residential properties and (y) any such other Real Estate that is part of a mixed-use development consisting of at least 50% office, office flex, industrial/warehouse and/or multi-family residential properties (by leasable square footage of such development), taken in the aggregate, shall be limited to fifteen (15%) percent of the Section 9.6 Sum.

Unsecured Indebtedness. As at the end of any fiscal quarter or and at all other date of measurementtimes, the Borrower Borrowers shall not permit the ratio of ratio, expressed as a percentage (i) Consolidated Unsecured Indebtedness (net ofthe “Unencumbered Leverage Ratio”), as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Unsecured Indebtedness that matures within twenty-four (24) months of such date of determination) to (ii) the sum (the “Section 9.6 Sum”), without duplication, of (a) aggregate Capitalized Unencumbered Property NOI (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost (after taking into account any impairments) of Value for all Unencumbered Properties which are Acquisition Properties, plus (c) the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided provided, however, that such ratio may exceed if the Unencumbered Leverage Ratio is greater than 60% from time but is not greater than 65%, then the Borrowers shall be deemed to time be in compliance with this §10.11 so long as (xi) the Borrowers completed a Material Acquisition which resulted in the Unencumbered Leverage Ratio (after giving effect to such ratio Material Acquisition) exceeding 60% at any time during the fiscal quarter in which such Material Acquisition took place and for any subsequent consecutive fiscal quarters, (ii) the Unencumbered Leverage Ratio does not exceed 65%60% for a period of more than four consecutive fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (yiii) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, the Borrowers have not maintained compliance with this this §10.11 in reliance on this proviso for more than two periods (which periods may not be consecutive) during the term of this Agreement and (ziv) the Borrower provides a certificate Unencumbered Leverage Ratio (after giving effect to such Material Acquisition) is not greater than 65% at any time. For purposes of a Responsible Officer calculating the Unencumbered Leverage Ratio, to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%; and provided further extent that for purposes of determining the Section 9.6 Sum, the aggregate amount Capitalized Unencumbered Property Value attributable to Unencumbered Properties subject to Ground Leases exceeds 10% of the Section 9.6 Sum attributable to investments in Real EstateCapitalized Unencumbered Property Value for all Unencumbered Properties, other than (x) office, office flex, industrial/warehouse and/or multi-family residential properties and (y) any such other Real Estate that is part of a mixed-use development consisting of at least 50% office, office flex, industrial/warehouse and/or multi-family residential properties (by leasable square footage of such development), taken in the aggregate, excess shall be limited to fifteen (15%) percent of the Section 9.6 Sumexcluded.

Unsecured Indebtedness. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio of (i) Consolidated Unsecured Indebtedness (net of, as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Unsecured Indebtedness that matures within twenty-four (24) months of such date of determination) to (ii) the sum (the “Section 9.6 Sum”), without duplication, of (a) aggregate Capitalized Unencumbered Property NOI (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost (after taking into account any impairments) of all Unencumbered Properties which are Acquisition Properties, plus (c) the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (x) such ratio does not exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (z) the Borrower provides a certificate in substantially the form of a Responsible Officer Exhibit O hereto to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%; and provided further that for purposes of determining the Section 9.6 Sum, the aggregate amount of the Section 9.6 Sum attributable to investments in Real Estate, other than (x) office, office flex, industrial/warehouse and/or multi-family residential properties and (y) any such other Real Estate that is part of a mixed-use development consisting of at least 50% office, office flex, industrial/warehouse and/or multi-family residential properties (by leasable square footage of such development), taken in the aggregate, shall be limited to fifteen (15%) percent of the Section 9.6 Sum.