Common use of Limitations on Incurrence of Indebtedness Clause in Contracts

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by Neither the Company or nor any of its Subsidiaries in compliance with this Indenture, Subsidiary will incur any Indebtedness if, immediately after giving effect to the Incurrence incurrence of such that additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be. , most recently filed with the Commission (cor, if the filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, neither the Company nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if the filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. The Company and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Indebtedness of the Company will not, and will not permit any of its Subsidiaries toon a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, Incur neither the Company nor any Subsidiary will incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such the additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such the Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly the four-quarter period and the application of the proceeds therefrom, including to refinance finance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly the four-quarter period had been repaid or retired at the beginning of such that period (except that, in making such the computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such that period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four-quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service acquisition or removal from service disposition and any related repayment of Indebtedness had occurred as of the first day of such period, the period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that the pro forma calculation. SECTION 1005. [Omitted].

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer’s Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Issuer or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Issuer will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be “incurred” by the Issuer or a Subsidiary whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt Indebtedness would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECCommission, as the case may be, in accordance with Section 6.1, prior to such time. (b) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Secured DebtIndebtedness, other than guarantees of Secured Debt Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt Indebtedness would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECCommission, as the case may be, in accordance with Section 6.1, prior to such time. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes Holders or filed with the SECCommission, as the case may be and be, in accordance with Section 4.06 hereof6.1, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i1) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1) and not this clause (2)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, including by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation. With respect to any calculation required to be made pursuant to the terms of the Indenture, for the avoidance of doubt any financial information for the most recent quarterly period covered in the Guarantor’s annual report most recently furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 6.1, but not contained in such annual report shall be calculated by the Company based on information reasonably derived from the Guarantor’s accounting records. (d) The Company and its Subsidiaries shall at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Indebtedness.

Limitations on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer’s Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECForm 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, covered in the financial statements most recently delivered to the holders of the Notes pursuant to Section 8.1(a) or (b), as the case may be) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired (to the extent such purchase price was not paid for with cash or other assets included in the determination of Total Assets pursuant to the immediately preceding clause (1)), and the amount of any Securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge, in each case, for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.50 to 1.00, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that:: Back to Contents (i1) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned on the date of the Closing or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Form 10-K or Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, covered in the financial statements most recently delivered to the holders of the Notes pursuant to Section 8.1(a) or (b), as the case may be) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired (to the extent such purchase price was not paid for with cash or other assets included in the determination of Total Assets pursuant to the immediately preceding clause (1)), and the amount of any Securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness.

Limitations on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i1) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, Incur directly or indirectly, incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by ; provided that the Company Issuer or any of its Subsidiaries Restricted Subsidiary may incur additional Indebtedness, in compliance with this Indentureeach case, if, immediately after giving effect to the Incurrence of such Indebtedness incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities (including the Notes issued on the Issue Date and Existing Notes) in an aggregate amount at any time outstanding not to exceed $5,000,000,000; (2) the Note Guarantees and the Existing Note Guarantees; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clause (1), (2) or (4)); (4) (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, Total Outstanding Debt would be greater than 60% in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of Total Assets as a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the end Issuer or any Restricted Subsidiary or Equity Interests of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debta Restricted Subsidiary, other than guarantees of Secured Debt Incurred Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of the Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Company or any of its Issuer and the Restricted Subsidiaries in compliance connection with this Indenture, such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, immediately after giving effect to the Incurrence of such Secured Debt incurrence and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% such indebtedness does not exceed $425.0 million (less the amount of Total Assets as any Indebtedness secured by a Lien permitted under clause (23) of the end definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of its Subsidiaries in determining compliance with this IndentureSection 4.06, if Indebtedness under Existing Notes to the ratio of Consolidated EBITDA to Interest Expense for extent outstanding on the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case Issue Date may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated deemed incurred pursuant to the preceding Coverage Ratio Exception, and in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes issued on the Issue Date shall be deemed to have been incurred under clause (1)) by the Company and its Subsidiaries since the first day above. In addition, for purposes of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any revolving credit facility U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be computed calculated based upon on the average daily balance of relevant currency exchange rate in effect on the date such Indebtedness during such period); (iii) was incurred, in the case of Acquired Indebtedness term debt, or Indebtedness Incurred in connection with any acquisition since first committed or first incurred (whichever yields the first day of such quarterly periodlower U.S. dollar equivalent), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the placement of any assets applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to effect on the date of determinationsuch refinancing, including, without limitation, by merger, or stock or asset purchase or sale, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the acquisition, disposition, placement in service or removal from service had occurred as of the first day principal amount of such period, with appropriate adjustments to Interest Expense with respect to refinancing Indebtedness does not exceed the acquisition, disposition, placement in service or removal from service principal amount of such Indebtedness being included in that pro forma calculationrefinanced.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, Incur directly or indirectly, incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by ; provided that the Company Issuer or any of its Subsidiaries Guarantor may incur additional Indebtedness, in compliance with this Indentureeach case, if, immediately as of the date of incurrence, after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period incurrence and the application of the proceeds therefrom, the Consolidated Leverage Test would be satisfied (the “Leverage Ratio Exception”). (b) Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Restricted Subsidiary under Credit Facilities (including the Credit Agreement) in an aggregate principal amount at any time outstanding not to refinance other Indebtedness, had occurred exceed the sum of (x) $1,300.0 million plus (y) any additional aggregate principal amount of Indebtedness that at the beginning time of incurrence does not cause the Secured Leverage Ratio for the Issuer for the Test Period immediately preceding the date of incurrence after giving effect to such periodincurrence and the application of the proceeds therefrom to exceed 4.00 to 1.00; provided that any Indebtedness incurred under this clause (1) shall be deemed to be secured Indebtedness for purposes of calculating the Secured Leverage Ratio; (ii2) the repayment Notes (other than Additional Notes) and any related Note Guarantees and the Exchange Notes or retirement guarantees related thereto; (3) Indebtedness of any Indebtedness the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant referred to the preceding in clause (1), (2) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period4)); (iii4) (x) Indebtedness of the Issuer owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that if such Indebtedness is owed by the Issuer or a Guarantor to a non-Guarantor it is subordinated in right of payment to the Notes; provided, further, however, that upon any such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary or any such guarantee being of Indebtedness of any Person other than the Issuer or a Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the Issuer or any Restricted Subsidiary in the case ordinary course of Acquired Indebtedness business, including guarantees or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as obligations of the first day of such period with the appropriate adjustments Issuer or any Restricted Subsidiary with respect to letters of credit supporting such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition bid, performance, surety or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.completion obligations;

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, Incur directly or indirectly, incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by ; provided that the Company Issuer or any of its Subsidiaries Restricted Subsidiary may incur additional Indebtedness, in compliance with this Indentureeach case, if, immediately after giving effect to the Incurrence of such Indebtedness incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities (including the Notes and the Existing Notes) in an aggregate amount at any time outstanding not to exceed $5,000,000,000; (2) the Note Guarantees and the Existing Note Guarantees; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clause (1), (2) or (4)); (4) (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, Total Outstanding Debt would be greater than 60% in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of Total Assets as a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the end Issuer or any Restricted Subsidiary or Equity Interests of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debta Restricted Subsidiary, other than guarantees of Secured Debt Incurred Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of the Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Company or any of its Issuer and the Restricted Subsidiaries in compliance connection with this Indenture, such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, immediately after giving effect to the Incurrence of such Secured Debt incurrence and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% such indebtedness does not exceed $425.0 million (less the amount of Total Assets as any Indebtedness secured by a Lien permitted under clause (23) of the end definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of its Subsidiaries in determining compliance with this IndentureSection 4.06, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report event that an item of Indebtedness meets the criteria of more than one of the Company most recently furnished to holders categories of the Notes Permitted Indebtedness described in clauses (1) through (12) above or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is entitled to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated incurred pursuant to the preceding Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes of each series issued on the Issue Date (and any Exchange Notes and guarantees thereof) shall be deemed to have been incurred under clause (1)) by the Company and its Subsidiaries since the first day above. In addition, for purposes of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any revolving credit facility U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be computed calculated based upon on the average daily balance of relevant currency exchange rate in effect on the date such Indebtedness during such period); (iii) was incurred, in the case of Acquired Indebtedness term debt, or Indebtedness Incurred in connection with any acquisition since first committed or first incurred (whichever yields the first day of such quarterly periodlower U.S. dollar equivalent), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the placement of any assets applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to effect on the date of determinationsuch refinancing, including, without limitation, by merger, or stock or asset purchase or sale, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the acquisition, disposition, placement in service or removal from service had occurred as of the first day principal amount of such period, with appropriate adjustments to Interest Expense with respect to refinancing Indebtedness does not exceed the acquisition, disposition, placement in service or removal from service principal amount of such Indebtedness being included in that pro forma calculationrefinanced.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Operating Partnership and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture(but only so long as such Indebtedness is held solely by any of the Operating Partnership and any of its Subsidiaries)), if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee, or, if the Operating Partnership has not yet filed its first quarterly report on Form 10-Q as of December 31, 1996) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur Indebtedness secured by any Secured Debt, other than guarantees Encumbrance upon any of Secured Debt Incurred by the Company property of the Operating Partnership or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such Secured Debt additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee, or if the Operating Partnership has not yet filed its first Quarterly Report on Form 10-Q, as of December 31, 1996) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c) The Company Operating Partnership and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured DebtIndebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP). (d) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary of the Operating Partnership whenever the Operating Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any Subsidiary to, (i) the Total Assets of the Issuer and its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company In addition to the limitation set forth in subsection (a) of this Section 2.4, the Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Issuer or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Issuer will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (without duplication) (i) the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, then, subject to Section 703 of the Original Indenture, with the Trustee, or if the Operating Partnership has not yet filed its first quarterly report on Form 10-Q, then as of December 31, 1998) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgage loans receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgage loans receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1 on a pro forma basis after giving effect thereto and to the application of the --- ----- proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma --- ----- calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. --- ----- (c) The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance on or in any of the property of the Operating Partnership or any of its Subsidiaries, whether owned at the date of this Supplemental Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries would be greater than 40% of the sum of (without duplication) (i) the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Operating Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, then with the Trustee, or if the Operating Partnership has not yet filed its first quarterly report on Form 10-Q, then as of December 31, 1998) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgage loans receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgage loans receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Operating Partnership and its Subsidiaries must at all times have Total Unencumbered Assets equal to 150% or more of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma PRO FORMA basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma PRO FORMA calculation; and and (iv) in the case of any acquisition or disposition by the Issuer or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that pro forma such PRO FORMA calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Issuer will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Issuer or a Subsidiary whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, Indebtedness other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Company and guarantees any of the Subsidiaries, but only so long as such Indebtedness Incurred is held solely by the Company or any Subsidiary and provided that, in the case of its Subsidiaries Indebtedness owed to Subsidiaries, such Indebtedness is subordinate in compliance with this Indenture, right of payment to the Securities) if, immediately after giving effect to the Incurrence incurrence of such that additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal quarter covered in the annual Company’s Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if the filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of the additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with Total Assets, being referred to herein as “Adjusted Total Assets”). (b) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt, other than guarantees Indebtedness secured by any Encumbrance upon any of Secured Debt Incurred by the property of the Company or any of its Subsidiaries in compliance with this Indenture, Subsidiary if, immediately after giving effect to the Incurrence incurrence of such Secured Debt the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of Adjusted Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may beAssets. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured DebtIndebtedness of the Company and its Subsidiaries on a consolidated basis. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Company and guarantees any of the Subsidiaries, but only so long as such Indebtedness Incurred is held solely by the Company or any Subsidiary and provided that, in the case of its Subsidiaries Indebtedness owed to Subsidiaries, such Indebtedness is subordinate in compliance with this Indenture, right of payment to the Securities) if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such the additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such the Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly the four-quarter period and the application of the proceeds therefrom, including to refinance finance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly the four-quarter period had been repaid or retired at the beginning of such that period (except that, in making such the computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such that period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four-quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service increase or removal from service decrease or acquisition or disposition and any related repayment of Indebtedness had occurred as of the first day of such period, the period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that the pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company Neither the Issuer nor any Subsidiary will not, and will not permit incur any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be. , most recently filed with the Trustee (cor such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) The Company prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, neither the Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries will on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. The Issuer and its Subsidiaries must at all times maintain own Total Unencumbered Assets of not less than equal to at least 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, Indebtedness of the Issuer and will not permit any of its Subsidiaries toon a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, Incur neither the Issuer nor any Subsidiary will incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5 to 1, on a pro forma basis basis, after giving effect thereto and to the application of the proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including Indebtedness to refinance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such that period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four-quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all 8 outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's 9 Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Partnership will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Partnership and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Partnership will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Partnership will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Partnership or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Partnership or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Partnership or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Partnership and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Partnership and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Partnership or a Subsidiary whenever the Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (without duplication) (i) the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, then[, subject to Section 703 of the Original Indenture,] with the Trustee, or if the Operating Partnership has not yet filed its first quarterly report on Form 10-Q, then as of December 31, 1998) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgage loans receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgage loans receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1 on a pro forma basis after giving effect thereto and to the application of the --- ----- proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma --- ----- calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. --- ----- (c) The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance on or in any of the property of the Operating Partnership or any of its Subsidiaries, whether owned at the date of this Supplemental Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries would be greater than 40% of the sum of (without duplication) (i) the Total Assets of the Operating Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Operating Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, then with the Trustee, or if the Operating Partnership has not yet filed its first quarterly report on Form 10-Q, then as of December 31, 1998) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgage loans receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgage loans receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Operating Partnership and its Subsidiaries must at all times have Total Unencumbered Assets equal to 150% or more of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis.

Limitations on Incurrence of Indebtedness. And Issuance Of Disqualified Stock. (a) Directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "INCUR" and collectively, an "INCURRENCE") any Indebtedness (including Acquired Indebtedness). (b) The Company will not, and foregoing limitations will not permit apply to: (i) Indebtedness pursuant to the Senior Secured Facilities (including Guarantees thereof and Indebtedness in respect of letters of credit and bankers' acceptances issued thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof)), in an aggregate principal amount not to exceed the Dollar Equivalent on the Closing Date of (euro)1,100 million less the amount of all mandatory principal payments actually made by the relevant borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales and less the amount of any Indebtedness then outstanding pursuant to Section 6.03(b)(ii); (ii) Indebtedness of its Subsidiaries toany Receivables Subsidiary pursuant to any Receivables Facility; (iii) Indebtedness created hereunder and under the other Loan Documents, Incur the Exchange Notes (and any IndebtednessGuarantees thereof) and the Permanent Securities and any Guarantees thereof; (iv) Indebtedness of the Borrower under the Senior Subordinated Bridge B Loan Agreement and any Exchange Notes (as defined in the Senior Subordinated Bridge B Loan Agreement as in effect on the date hereof) issued in connection therewith in an aggregate principal amount (not including any pay-in-kind interest payable thereunder and added to principal pursuant to the terms thereof) not to exceed the B Debt Amount, Indebtedness of Bidco with respect thereto under the Security Documents and any Guarantee thereof by any Guarantor; (v) Existing Indebtedness (other than Intercompany Indebtedness described in the foregoing clauses); (vi) Indebtedness consisting of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries; (vii) Indebtedness (including Capitalized Lease Obligations) and Preferred Stock incurred or issued by the Borrower or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference which, when aggregated with the Remaining Present Value of leases permitted under Section 6.12, the principal amount and liquidation preference of all other Indebtedness and guarantees Preferred Stock then outstanding pursuant to Section 6.03(b)(xix) and the principal amount 100 and liquidation preference of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such all other Indebtedness and the application of the proceeds thereofPreferred Stock then outstanding and incurred or issued pursuant to this Section 6.03(b)(vii) and including all Refinancing Indebtedness incurred to refund, Total Outstanding Debt would be greater than 60refinance or replace any other Indebtedness or Preferred Stock initially incurred or issued or assumed pursuant to this Section 6.03(b)(vii) or 6.03(b)(xix), does not exceed 4% of Consolidated Total Assets as of the end of the fiscal quarter covered immediately prior to the date of such incurrence or issuance, as applicable, for which financial statements have been delivered pursuant to Section 5.04; (viii) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the annual benefit of) any person providing workers' compensation, health, disability or quarterly report other employee benefits or property, casualty or liability insurance to the Borrower or any Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers' compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (ix) Indebtedness arising from agreements of the Company most recently furnished to Holders Borrower or a Restricted Subsidiary providing for indemnification, adjustment of the Notes purchase price or filed similar obligations, in each case, incurred or assumed in connection with the SECdisposition of any business, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debtassets or a Subsidiary permitted by this Agreement, other than guarantees Guarantees of Secured Debt Incurred Indebtedness incurred by the Company any Person acquiring all or any portion of its Subsidiaries such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations referred to in compliance with a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this Indenture, if, immediately after clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Incurrence Borrower and any Restricted Subsidiary in connection with such disposition; (x) Indebtedness of the Borrower owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Borrower or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock 101 or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Secured Debt Indebtedness by the issuer thereof and (B) if the application Borrower or a Guarantor is the obligor on such Indebtedness, such Indebtedness (to the extent such Indebtedness is owed to and held by a Restricted Subsidiary that is not a Guarantor) is expressly subordinated to the prior payment in full in cash of all obligations of the proceeds Borrower or such Guarantor, with respect to the Loans or the Guarantee thereof, as applicable; (xi) shares of Preferred Stock of a Restricted Subsidiary issued to the Borrower or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock; (xii) Hedging Obligations of the Borrower or any Restricted Subsidiary that are not entered into for speculative purposes and that are entered into for the purpose of limiting (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding, (B) exchange rate risk with respect to any currency exchange or (C) commodity risk; (xiii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (xiv) Indebtedness and Preferred Stock of the Borrower or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this Section 6.03(b)(xiv), does not at any one time outstanding exceed $175 million; provided that the aggregate principal amount of Secured Debt would Indebtedness and liquidation preference of Preferred Stock of Foreign Subsidiaries outstanding and incurred pursuant to this Section 6.03(b)(xiv) shall not at any time exceed $100 million; (A) any guarantee by the Borrower of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such 102 Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Agreement or (B) any guarantee by a Guarantor of Indebtedness of the Borrower that is otherwise permitted under this Agreement; (xvi) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under Section 6.03(b)(iii), 6.03(b)(v), 6.03(b)(vii), 6.03(b)(xvi) and 6.03(b)(xix) or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness incurred to pay premiums and fees in connection therewith (the "REFINANCING INDEBTEDNESS") prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Loans or any Guarantee of the Loans, such Refinancing Indebtedness is subordinated or pari passu to the Loans or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (1) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Borrower or a Guarantor or (2) Indebtedness or Preferred Stock of the Borrower or another Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be greater in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the stated maturity date of the Indebtedness being refunded or refinanced; and provided further that subclauses (A), (B) and (E) of this Section 6.03(b)(xvi) will not apply to any refunding or refinancing of any Senior Indebtedness; (xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided that (x) such Indebtedness (other than 40credit or purchase cards) is extinguished within three Business Days of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; (xviii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (xix) Indebtedness or Preferred Stock of Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement, in an aggregate principal amount or liquidation preference which, when aggregated with the Remaining Present Value of leases permitted under Section 6.12, the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding pursuant to Section 6.03(b)(vii) and the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding pursuant to this Section 6.03(b)(xix) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness or Preferred Stock initially incurred or issued or assumed pursuant to this Section 6.03(b)(xix) or 6.03(b)(vii), does not exceed 4% of Consolidated Total Assets as of the end of the fiscal quarter covered immediately prior to the date of such acquisition or merger, as applicable, for which financial statements have been delivered pursuant to Section 5.04; provided that such Indebtedness is not incurred or Preferred Stock is not issued in contemplation of such acquisition or merger; (xx) Contribution Indebtedness; (xxi) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures not in excess of $25.0 million at any time outstanding; (xxii) letters of credit issued for the account of a Restricted Subsidiary that it not a Loan Party (and the reimbursement obligations in respect of which are not guaranteed by a Loan Party) in support of a Captive Insurance Subsidiary's reinsurance of insurance policies issued for the benefit of Subsidiaries and other letters of credit or bank guarantees (other than letters of credit issued pursuant to Senior Secured Facilities) having an aggregate face amount not in excess of $10 million; (xxiii) Indebtedness pursuant to the Initial Intercompany Loans; (xxiv) Indebtedness in the annual form of Parent CPECs; (xxv) Capital Lease Obligations incurred by the Borrower or quarterly report any Restricted Subsidiary in respect of any Sale and Lease-Back Transaction that is permitted under Section 6.12; (xxvi) Indebtedness of the Company most recently furnished Borrower not in excess of $175.0 million (or the Euro Equivalent thereof) incurred to Holders effect the Designated Acquisition (by, if prior to the Restructuring Date, lending the proceeds thereof to CAC), and guarantees of such Indebtedness (or of the Notes or filed loan to 104 CAC if prior to the Restructuring Date), with all such loans and guarantees to be unsecured (unless such Indebtedness is incurred under the SECSenior Secured Facilities and except, if prior to the Restructuring Date, as may be agreed by the case may beAdministrative Agent thereunder) and the terms and conditions thereof, and all documents relating thereto, to be reasonably satisfactory to the Administrative Agent; (xxvii) Indebtedness of one or more Subsidiaries organized under the laws of the People's Republic of China for their own general corporate purposes in an aggregate principal amount not to exceed $150.0 million at any time outstanding, provided that such Indebtedness (and any Guarantee thereof) is not Guaranteed by, does not receive any credit support from, and is non-recourse to, the Borrower or any Restricted Subsidiary other than any Subsidiary organized under the laws of the People's Republic of China; and (xxviii) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (i) through (xxvii) above. Notwithstanding anything to the contrary herein, prior to the Restructuring Date, Bidco shall not be permitted to incur any Indebtedness other than Indebtedness under Section 6.03(b)(iii), 6.03(b)(iv), 6.03(b)(xxiii) and, in respect of Indebtedness under such clauses, any Refinancing Indebtedness in respect thereof permitted under 6.03(b)(xvi). (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets For purposes of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in determining compliance with this IndentureSection, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report event that an item of Indebtedness meets the criteria of more than one of the Company most recently furnished categories of permitted Indebtedness described in Section 6.03(b), the Borrower shall, in its sole discretion, classify and later reclassify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness will be treated as having been incurred pursuant to holders only one of such categories. Accrual of interest, the Notes or filed with accretion of accreted value and the SEC, as payment of interest in the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such form of additional Indebtedness is will not be deemed to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount an incurrence of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance for purposes of such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthis Section 6.03.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Issuer or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Issuer will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be “incurred” by the Issuer or a Subsidiary whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (ai) The Company will notCreate, and will not permit any of its Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndenturePermitted Indebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness and the application of the proceeds thereofBorrower, Total Outstanding Debt would be the General Partner and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) Total Assets as of the end of the fiscal calendar quarter covered in the annual Borrower's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC prior to the incurrence of such additional Indebtedness and (ii) any increase in Total Assets since the end of such quarter, including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase together with the Total Assets being referred to as the "Adjusted Total Assets'). (bii) The Company will notCreate, and will not permit incur, assume or suffer to exist any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, Indebtedness if, immediately after giving effect to for the Incurrence of such Secured Debt and the application period consisting of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the four consecutive fiscal quarter covered in the annual or quarterly report of the Company quarters most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.50:1.00 2.0 to 1, on a pro forma basis after giving effect thereto to the incurrence of such Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and Borrower, the General Partner or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and Borrower, the General Partner or its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); , (iii) any income earned as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of Acquired Indebtedness an acquisition or Indebtedness Incurred in connection with disposition by the Borrower, the General Partner or any acquisition Subsidiary of any asset or group of assets since the first day of such quarterly four-quarter period, the including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related acquisition repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and. (iii) In addition to the other limitation set forth in this Section 5.3 (b), create, incur, assume or suffer to exist any Secured Indebtedness, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness of the Borrower, the General Partner and its Subsidiaries on a consolidated basis is greater than 40% of the Adjusted Total Assets. (iv) in For the case purposes of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service this Section 5.3(b), Indebtedness shall be deemed to be "incurred" by the Company Borrower, the General Partner or any of its Subsidiaries from on a consolidated basis whenever the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or saleBorrower, the acquisitionGeneral Partner and its Subsidiaries on a consolidated basis shall create, dispositionassume, placement guarantee or otherwise become liable in service or removal from service had occurred as respect thereof. Section 1.3 Section 5.3 (c) of the first day Agreement is hereby deleted in its entirety. Section 1.4 Section 5.3 (e) of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement Agreement is hereby deleted and replaced in service or removal from service being included in that pro forma calculation.its entirety by the following:

Limitations on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndentureIndebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer’s Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i1) such Indebtedness and any other Indebtedness Incurred incurred by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Indebtedness. (a1) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c2) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (1) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma PRO FORMA basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma PRO FORMA calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that pro forma such PRO FORMA calculation. (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (4) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. (5) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The In addition to the limitation set forth in subsection (a) of this Section 2.4, the Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 2.0:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any of its Subsidiaries if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP that is secured by any Encumbrance on property of the Company or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to or less than 185% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Neither the Issuer nor any Subsidiary will not, and will not permit incur any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be. , most recently filed with the Trustee (cor such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) The Company prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, neither the Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries will on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. The Issuer and its Subsidiaries must at all times maintain own Total Unencumbered Assets of not less than equal to at least 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, Indebtedness of the Issuer and will not permit any of its Subsidiaries toon a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, Incur neither the Issuer nor any Subsidiary will incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5 to 1, on a pro forma basis basis, after giving effect thereto and to the application of the proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including Indebtedness to refinance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such that period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four- quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company Operating Partnership or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the Operating Partnership’s annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company Operating Partnership or any of its Subsidiaries in compliance with this the Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the Operating Partnership’s annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company Operating Partnership and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company Operating Partnership or any of its Subsidiaries in compliance with this the Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the Operating Partnership’s annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i1) such Indebtedness and any other Indebtedness Incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company Operating Partnership or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service service, had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company Neither the Issuer nor any Subsidiary will not, and will not permit incur any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer’s Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be. , most recently filed with the Trustee (cor such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) The Company prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, neither the Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries will on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. The Issuer and its Subsidiaries must at all times maintain own Total Unencumbered Assets of not less than equal to at least 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, Indebtedness of the Issuer and will not permit any of its Subsidiaries toon a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, Incur neither the Issuer nor any Subsidiary will incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5 to 1, on a pro forma basis basis, after giving effect thereto and to the application of the proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including Indebtedness to refinance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such that period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four-quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Borrower and its Subsidiaries as of the end of the fiscal most recently completed calendar quarter covered in the annual or quarterly report of the Company most recently furnished Borrower for which financial information is available prior to Holders the incurrence of such additional Indebtedness and (ii) the Notes purchase price or filed cost of any real estate assets or mortgages receivable acquired or developed, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable, to develop real estate assets or to reduce Indebtedness), by the Borrower or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the SEC, as the case may beincurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees secured by any Encumbrance upon any of Indebtedness Incurred by the Company property of the Borrower or any of its Subsidiaries in compliance with this IndentureSubsidiary if, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior immediately after giving effect to the date on which incurrence of such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefromthereof, including the aggregate principal amount of all outstanding Indebtedness of the Borrower and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Borrower or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Borrower and its Subsidiaries as of the end of the most recently completed calendar quarter of the Borrower for which financial information is available prior to refinance other Indebtedness, had occurred at the beginning incurrence of such period; additional Indebtedness and (ii) the repayment purchase price or retirement cost of any Indebtedness (other than Indebtedness repaid real estate assets or retired with the proceeds of any other Indebtednessmortgages receivable acquired or developed, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.any

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any

Limitations on Incurrence of Indebtedness. (a) The Company Neither the Issuer nor any Subsidiary will not, and will not permit incur any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be. , most recently filed with the Trustee (cor such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) The Company prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, neither the Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries will on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of Regency if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of the additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired and the amount of any securities offering proceeds received (to the extent that the proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness) by the Issuer or any Subsidiary since the end of the calendar quarter, including those proceeds obtained in connection with the incurrence of the additional Indebtedness. The Issuer and its Subsidiaries may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, Indebtedness of the Issuer and will not permit any of its Subsidiaries toon a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, Incur neither the Issuer nor any Subsidiary will incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5 to 1, on a pro forma basis basis, after giving effect thereto and to the application of the proceeds therefrom, therefrom and calculated on the assumption that: that (i) such Indebtedness indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including Indebtedness to refinance other Indebtedness, had occurred at the beginning of such the period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Issuer and its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such that period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such the Indebtedness during such period); , (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly the four-quarter period, the related acquisition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition being included in such the pro forma calculation; and , and (iv) in the case of any acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndenturePermitted Indebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) any increase in the Total Assets since the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase together with the Total Assets being referred to as the "Adjusted Total Assets"). (b) The Company In addition to the other limitations set forth in this Section 1010, the Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, Indebtedness if, immediately after giving effect to for the Incurrence of such Secured Debt and the application period consisting of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the four consecutive fiscal quarter covered in the annual or quarterly report of the Company quarters most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.50:1.00 2.0 to 1, on a pro forma basis after giving effect thereto to the incurrence of such Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); , (iii) any income earned as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of Acquired Indebtedness an acquisition or Indebtedness Incurred in connection with disposition by the Issuer or any acquisition Subsidiary of any asset or group of assets since the first day of such quarterly four-quarter period, the including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related acquisition repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and. (ivc) In addition to the other limitations set forth in this Section 1010, the case Issuer will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of any acquisition or disposition such additional Secured Indebtedness, the aggregate principal amount of any asset or group all outstanding Secured Indebtedness of assets or the placement Issuer and its Subsidiaries on a consolidated basis is greater than 40% of any assets in service or removal the Adjusted Total Assets. (d) For purposes of any assets from service this Section 1010, Indebtedness shall be deemed to be "incurred" by the Company Issuer or any of its Subsidiaries from on a consolidated basis whenever the first day of such quarterly period to the date of determinationIssuer and its Subsidiaries on a consolidated basis shall create, includingassume, without limitation, by merger, guarantee or stock or asset purchase or sale, the acquisition, disposition, placement otherwise become liable in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Indebtedness. And Issuance Of Disqualified Stock. (a) Directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "INCUR" and collectively, an "INCURRENCE") any Indebtedness (including Acquired Indebtedness). (b) The Company will not, and foregoing limitations will not permit apply to: (i) Indebtedness pursuant to the Senior Secured Facilities (including Guarantees thereof and Indebtedness in respect of letters of credit and bankers' acceptances issued thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof)), in an aggregate principal amount not to exceed the Dollar Equivalent on the Closing Date of (euro)1,100 million less the amount of all mandatory principal payments actually made by the relevant borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales and less the amount of any Indebtedness then outstanding pursuant to Section 6.03(b)(ii); (ii) Indebtedness of its Subsidiaries toany Receivables Subsidiary pursuant to any Receivables Facility; (iii) Indebtedness created hereunder and under the other Loan Documents, Incur the Exchange Notes (and any IndebtednessGuarantees thereof) and the Permanent Securities and any Guarantees thereof; (iv) Indebtedness of the Borrower under the Senior Subordinated Bridge C Loan Agreement and any Exchange Notes (as defined in the Senior Subordinated Bridge C Loan Agreement as in effect on the date hereof) issued in connection therewith in an aggregate principal amount (not including any pay-in-kind interest payable thereunder and added to principal pursuant to the terms thereof) not to exceed the C Debt Amount and (x) on and after the date on which the Delisting occurs and prior to the Restructuring Date, Indebtedness of Bidco with respect thereto under the Security Documents and (y) on and after the Restructuring Date, any Guarantee thereof by any Guarantor; (v) Existing Indebtedness (other than Intercompany Indebtedness described in the foregoing clauses); (vi) Indebtedness consisting of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries; (vii) Indebtedness (including Capitalized Lease Obligations) and Preferred Stock incurred or issued by the Borrower or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference which, when aggregated with the Remaining Present Value of leases permitted under Section 6.12, the principal amount and liquidation preference of all other Indebtedness and guarantees Preferred Stock then outstanding pursuant to Section 6.03(b)(xix) and the principal amount and liquidation preference of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such all other Indebtedness and the application of the proceeds thereofPreferred Stock then outstanding and incurred or issued pursuant to this Section 6.03(b)(vii) and including all Refinancing Indebtedness incurred to refund, Total Outstanding Debt would be greater than 60refinance or replace any other Indebtedness or Preferred Stock initially incurred or issued or assumed pursuant to this Section 6.03(b)(vii) or 6.03(b)(xix), does not exceed 4% of Consolidated Total Assets as of the end of the fiscal quarter covered immediately prior to the date of such incurrence or issuance, as applicable, for which financial statements have been delivered pursuant to Section 5.04; (viii) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the annual benefit of) any person providing workers' compensation, health, disability or quarterly report other employee benefits or property, casualty or liability insurance to the Borrower or any Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers' compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (ix) Indebtedness arising from agreements of the Company most recently furnished to Holders Borrower or a Restricted Subsidiary providing for indemnification, adjustment of the Notes purchase price or filed similar obligations, in each case, incurred or assumed in connection with the SECdisposition of any business, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debtassets or a Subsidiary permitted by this Agreement, other than guarantees Guarantees of Secured Debt Incurred Indebtedness incurred by the Company any Person acquiring all or any portion of its Subsidiaries such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations referred to in compliance with a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this Indenture, if, immediately after clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Incurrence Borrower and any Restricted Subsidiary in connection with such disposition; (x) Indebtedness of the Borrower owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Borrower or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Secured Debt Indebtedness by the issuer thereof and (B) if the application Borrower or a Guarantor is the obligor on such Indebtedness, such Indebtedness (to the extent such Indebtedness is owed to and held by a Restricted Subsidiary that is not a Guarantor) is expressly subordinated to the prior payment in full in cash of all obligations of the proceeds Borrower or such Guarantor, with respect to the Loans or the Guarantee thereof, as applicable; (xi) shares of Preferred Stock of a Restricted Subsidiary issued to the Borrower or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock; (xii) Hedging Obligations of the Borrower or any Restricted Subsidiary that are not entered into for speculative purposes and that are entered into for the purpose of limiting (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding, (B) exchange rate risk with respect to any currency exchange or (C) commodity risk; (xiii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (xiv) Indebtedness and Preferred Stock of the Borrower or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this Section 6.03(b)(xiv), does not at any one time outstanding exceed $175 million; provided that the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees liquidation preference of Indebtedness Incurred by the Company or Preferred Stock of Foreign Subsidiaries outstanding and incurred pursuant to this Section 6.03(b)(xiv) shall not at any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodtime exceed $100 million; (iiA) any guarantee by the repayment Borrower of Indebtedness or retirement other obligations of any Indebtedness (other than Indebtedness repaid or retired with Restricted Subsidiary so long as the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance incurrence of such Indebtedness during incurred by such period)Restricted Subsidiary is permitted under the terms of this Agreement or (B) any guarantee by a Guarantor of Indebtedness of the Borrower that is otherwise permitted under this Agreement; (iiixvi) in the case incurrence by the Borrower or any Restricted Subsidiary of Acquired Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred incurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.permitted under Section 100

Limitations on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, Incur directly or indirectly, incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by ; provided that the Company Issuer or any of its Subsidiaries Restricted Subsidiary may incur additional Indebtedness, in compliance with this Indentureeach case, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period incurrence and the application of the proceeds therefrom, including the Consolidated Interest Coverage Ratio would be at least 2.00 to refinance other 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities in an aggregate amount at any time outstanding not to exceed $3,500,000,000, had occurred at less, to the beginning extent a permanent repayment and/or commitment reduction is required thereunder as a result of such periodapplication, the aggregate amount of Net Available Proceeds applied to repayments under the Credit Facilities in accordance with Section 4.08; (ii2) the repayment or retirement Notes issued on the Issue Date and the Note Guarantees; (3) Indebtedness of any Indebtedness the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date after giving effect to the intended use of proceeds of the Notes (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant referred to the preceding in clause (1), (2) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period4)); (iii4) (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of the Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of Acquired Indebtedness or Indebtedness Incurred a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors in an aggregate amount not to exceed $425.0 million at any acquisition since time outstanding (less the first day amount of such quarterly period, the related acquisition had occurred as any Indebtedness secured by a Lien permitted under clause (23) of the first day definition of such period with the appropriate adjustments with respect “Permitted Liens” which Indebtedness is not incurred pursuant to such acquisition being included in such pro forma calculationthis clause (11)); and (iv12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Facilities on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of any acquisition term debt, or disposition first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of any asset or group of assets or revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the placement of any assets applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to effect on the date of determinationsuch refinancing, including, without limitation, by merger, or stock or asset purchase or sale, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the acquisition, disposition, placement in service or removal from service had occurred as of the first day principal amount of such period, with appropriate adjustments to Interest Expense with respect to refinancing Indebtedness does not exceed the acquisition, disposition, placement in service or removal from service principal amount of such Indebtedness being included in that pro forma calculationrefinanced.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Operating Partnership and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture(but only so long as such Indebtedness is held solely by any of the Operating Partnership and any of its Subsidiaries)), if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur Indebtedness secured by any Secured Debt, other than guarantees Encumbrance upon any of Secured Debt Incurred by the Company property of the Operating Partnership or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such Secured Debt additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c) The Company Operating Partnership and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured DebtIndebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP). (d) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) Indebted- ness by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary of the Operating Partnership whenever the Operating Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Operating Partnership and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture(but only so long as such Indebtedness is held solely by any of the Operating Partnership and any of its Subsidiaries)), if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quar- ter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur Indebtedness secured by any Secured Debt, other than guarantees Encumbrance upon any of Secured Debt Incurred by the Company property of the Operating Partnership or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such Secured Debt additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c) The Company Operating Partnership and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured DebtIndebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP). (d) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary of the Operating Partnership whenever the Operating Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a1) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c2) In addition to the limitation set forth in subsection (1) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (4) The Company and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, and will not permit any Indebtedness of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period;on a consolidated basis. (ii5) the repayment or retirement For purposes of any this Section 2.4, Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant deemed to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service "incurred" by the Company or any of its Subsidiaries from a Subsidiary whenever the first day of Company or such quarterly period to the date of determinationSubsidiary shall create, includingassume, without limitation, by merger, guarantee or stock or asset purchase or sale, the acquisition, disposition, placement otherwise become liable in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Indebtedness. (a1) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c2) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (1) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning beginning (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such period; (ii) additional Indebtedness and the repayment or retirement application of any Indebtedness (other than Indebtedness repaid or retired with the proceeds thereof, the aggregate principal amount of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by all outstanding Indebtedness of the Company and its Subsidiaries since on a consolidated basis which is secured by any Encumbrance on property of the first day Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such quarterly period had been repaid additional Indebtedness and (ii) the purchase price of any real estate assets or retired at the beginning of such period (except thatmortgages receivable acquired, in making such computation, and the amount of Indebtedness under any revolving credit facility shall be computed based upon securities offering proceeds received (to the average daily balance of extent that such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect proceeds were not used to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of acquire real estate assets or the placement of any assets in service mortgages receivable or removal of any assets from service used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (4) The Company and its Subsidiaries from the first day of such quarterly period may not at any time own Total Unencumbered Assets equal to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as less than 150% of the first day aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. (5) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such periodSubsidiary shall create, with appropriate adjustments to Interest Expense with assume, guarantee or otherwise become liable in respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Operating Partnership and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture(but only so long as such Indebtedness is held solely by any of the Operating Partnership and any of its Subsidiaries)), if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Operating Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness In- debtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Operating Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) The Operating Partnership will not, and will not permit any of its Subsidiaries to, incur Indebtedness secured by any Encumbrance upon any of the property of the Operating Partnership or any of its Subsidiaries if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets as of the end of the calendar quarter covered in the Operating Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Operating Partnership and its Subsidiaries may not at any time own Total Unencumbered Assets equal to or less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP). (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary of the Operating Partnership whenever the Operating Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Partnership will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Partnership and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be.Partnership's Annual Report on Form 10-K or (cb) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (a) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company Partnership will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company Partnership and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company Partnership and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Partnership or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4, the Partnership will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Partnership or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Partnership and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Partnership or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Partnership and its Subsidiaries as of the end of the calendar quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce

Limitations on Incurrence of Indebtedness. (a) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness (representing Indebtedness to which the only parties are the Operating Partnership and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture(but only so long as such Indebtedness is held solely by any of the Operating Partnership and any of its Subsidiaries)), if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be., most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee, or, if the Operating Partnership has not yet filed (b) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, Incur incur Indebtedness secured by any Secured Debt, other than guarantees Encumbrance upon any of Secured Debt Incurred by the Company property of the Operating Partnership or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such Secured Debt additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance on property of the Operating Partnership or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Operating Partnership's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee, or if the Operating Partnership has not yet filed its first Quarterly Report on Form 10-Q, as of December 31, 1996) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Operating Partnership or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness determined in accordance with GAAP (except for the purposes hereof, each Subsidiary of the Operating Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP). (c) The Company Operating Partnership and its Subsidiaries will may not at all times maintain any time own Total Unencumbered Assets of not equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt. (d) The Company will not, Indebtedness of the Operating Partnership and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and on a consolidated basis determined in accordance with Section 4.06 GAAP (except for the purposes hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.each Subsidiary of

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this IndenturePermitted Indebtedness, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Issuer's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be., most recently filed with the Commission (or, if such filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) any increase in the Total Assets since the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase together with the Total Assets being referred to as the "Adjusted Total Assets"); (b) The Company In addition to the limitation set forth in subsection (a) of this Section 1011, the Issuer will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, Indebtedness if, immediately after giving effect to for the Incurrence of such Secured Debt and the application period consisting of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the four consecutive fiscal quarter covered in the annual or quarterly report of the Company quarters most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge shall have been less than 1.50:1.00 1.5 to 1.0, on a pro forma basis after giving effect thereto to the incurrence of such Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and Issuer or its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired retained at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); , (iii) any income earned as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, for such period, and (iv) in the case of Acquired Indebtedness an acquisition or Indebtedness Incurred in connection with disposition by the Issuer or any acquisition Subsidiary of any asset or group of assets since the first day of such quarterly four-quarter period, the including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related acquisition repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and. (ivc) In addition to the limitations set forth in subsections (a) and (b) of this Section 1011, the case Issuer will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any acquisition kind upon any of the property of the Issuer or disposition any Subsidiary (the "Secured Indebtedness"), whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of any asset or group such additional Secured Indebtedness, the aggregate principal amount of assets or all outstanding Secured Indebtedness of the placement Issuer and its Subsidiaries on a consolidated basis is greater than 40% of any assets in service or removal the Adjusted Total Assets. (d) For purposes of any assets from service this Section 1011, Indebtedness shall be deemed to be "incurred" by the Company Issuer or any of its Subsidiaries from on a consolidated basis whenever the first day of such quarterly period to the date of determinationIssuer and its Subsidiaries on a consolidated basis shall create, includingassume, without limitation, by merger, guarantee or stock or asset purchase or sale, the acquisition, disposition, placement otherwise become liable in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Indebtedness. (a1) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c2) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (1) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (4) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. (5) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if, immediately after giving effect to the Incurrence of such Indebtedness and the application of the proceeds thereof, Total Outstanding Debt Indebtedness would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECCommission, as the case may be, in accordance with Section 5.4 (Reports), prior to such time. (b) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Secured DebtIndebtedness, other than guarantees of Secured Debt Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt Indebtedness and the application of the proceeds thereof, the aggregate principal amount of Secured Debt Indebtedness would be greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECCommission, as the case may be, in accordance with Section 5.4 (Reports), prior to such time. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will shall not, and will shall not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this the Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes Holders or filed with the SECCommission, as the case may be and be, in accordance with Section 4.06 hereof5.4 (Reports), prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i1) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii2) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1) and not this clause (2)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to the date of determination, including, without limitation, including by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation. With respect to any calculation required to be made pursuant to the terms of the Indenture, for the avoidance of doubt any financial information for the most recent quarterly period covered in the Guarantor’s annual report most recently furnished to Holders or filed with the Commission, as the case may be, in accordance with Section 5.4 (Reports), but not contained in such annual report shall be calculated by the Company based on information reasonably derived from the Guarantor’s accounting records. (d) The Company and its Subsidiaries shall at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Indebtedness.

Limitations on Incurrence of Indebtedness. Section 10.8 of the Indenture is hereby amended and restated in its entirety solely with respect to the Affected Securities as follows: (a) The Company Neither the Issuer nor any Subsidiary will not, and will not permit incur any of its Subsidiaries to, Incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of Total Assets. (b) Neither the Issuer nor any Subsidiary will incur Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may beAssets. (c) The Company and its Subsidiaries Neither the Issuer nor any Subsidiary will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 1.50 to 1.00, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries Issuer or any Subsidiary since the first day of such quarterly four-quarter period and the application of the net proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries Issuer or any Subsidiary since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments to Consolidated EBITDA with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Issuer or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense Consolidated EBITDA with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (d) The Issuer and its Subsidiaries must at all times own Total Unencumbered Assets equal to at least 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP. (e) As used herein:

Limitations on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany intercompany Indebtedness and guarantees of (representing Indebtedness Incurred by to which the only parties are the Company or and/or any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in compliance with this Indenture, right of payment to the Notes) if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Total Assets as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be., most recently filed with the Commission (or, if such filing is not made under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) any increase in the Total Assets since the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase together with the Total Assets being referred to as the "ADJUSTED TOTAL ASSETS"); (b) The In addition to the limitation set forth in subsection (a) of this Section 4.04, the Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, Indebtedness if, immediately after giving effect to for the Incurrence of such Secured Debt and the application period consisting of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% of Total Assets as of the end of the four consecutive fiscal quarter covered in the annual or quarterly report of the Company quarters most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report of the Company most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred, the ratio of Consolidated Income Available for Debt Service to the Maximum Annual Service Charge shall have been less than 1.50:1.00 1.5 to 1.0, on a pro forma basis after giving effect thereto to the incurrence of such Indebtedness and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and or its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; , (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and or its Subsidiaries since the first day of such quarterly four-quarter period had been incurred, repaid or retired retained at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); , (iii) any income earned as a result of any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, for such period, and (iv) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such quarterly four-quarter period, the including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related acquisition repayment of Indebtedness had occurred as -29- of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and. (ivc) In addition to the limitations set forth in subsections (a) and (b) of this Section 4.04, the case Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of any acquisition or disposition such additional Secured Indebtedness, the aggregate principal amount of any asset or group all outstanding Secured Indebtedness of assets or the placement Company and its Subsidiaries on a consolidated basis is greater than 40% of any assets in service or removal the Adjusted Total Assets. (d) For purposes of any assets from service this Section 4.04, Indebtedness shall be deemed to be "incurred" by the Company or any of its Subsidiaries from on a consolidated basis whenever the first day of such quarterly period to the date of determinationCompany and its Subsidiaries on a consolidated basis shall create, includingassume, without limitation, by merger, guarantee or stock or asset purchase or sale, the acquisition, disposition, placement otherwise become liable in service or removal from service had occurred as of the first day of such period, with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Indebtedness. (a1) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Indebtedness and the application of the proceeds thereof, Total Outstanding Debt would be greater than 60% of Total Assets as of the end of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence of such Secured Debt and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 4060% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the fiscal calendar quarter covered in the annual Company's Annual Report on Form 10-K or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (c2) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets In addition to the limitation set forth in subsection (1) of not less than 150% of this Section 2.4, the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries Subsidiary to, Incur incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Service Charge for the most recent quarterly period covered in the annual or quarterly report of the Company four consecutive fiscal quarters most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) ended prior to the date on which such additional Indebtedness is to be Incurred incurred shall have been less than 1.50:1.00 2.0:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: that (i) such Indebtedness and any other Indebtedness Incurred incurred by the Company and its Subsidiaries since the first day of such quarterly four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; ; (ii) the repayment or retirement of any other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); ; (iii) in the case of Acquired Indebtedness or Indebtedness Incurred incurred in connection with any acquisition since the first day of such quarterly four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Company or any of its Subsidiaries from since the first day of such quarterly period to the date of determinationfour-quarter period, including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale, the acquisition, disposition, placement in service such acquisition or removal from service disposition or any related repayment of Indebtedness had occurred as of the first day of such period, period with the appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (4) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 185% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. (5) For purposes of this Section 2.4, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, Incur directly or indirectly, incur any Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by ; provided that the Company Issuer or any of its Subsidiaries Restricted Subsidiary may incur additional Indebtedness, in compliance with this Indentureeach case, if, immediately after giving effect to the Incurrence of such Indebtedness incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities (including the Notes and the Existing Notes) in an aggregate amount at any time outstanding not to exceed $5,000,000,000, other than the aggregate principal amount of 2019 Notes and 2017 Notes that are repurchased, redeemed or otherwise retired substantially contemporaneously with the Issue Date; (2) the Note Guarantees and the Existing Note Guarantees; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clause (1), (2) or (4)); (4) (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, as applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, Total Outstanding Debt would be greater than 60% in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of Total Assets as a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the end Issuer or any Restricted Subsidiary or Equity Interests of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (b) The Company will not, and will not permit any of its Subsidiaries to, Incur any Secured Debta Restricted Subsidiary, other than guarantees of Secured Debt Incurred Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of the Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Company or any of its Issuer and the Restricted Subsidiaries in compliance connection with this Indenture, such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, immediately after giving effect to the Incurrence of such Secured Debt incurrence and the application of the proceeds thereof, the aggregate principal amount of Secured Debt would be greater than 40% such indebtedness does not exceed $425.0 million (less the amount of Total Assets as any Indebtedness secured by a Lien permitted under clause (23) of the end definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the fiscal quarter covered in the annual or quarterly report of the Company most recently furnished to Holders of the Notes or filed with the SEC, as the case may be. (c) The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of its Subsidiaries in determining compliance with this IndentureSection 4.06, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the annual or quarterly report event that an item of Indebtedness meets the criteria of more than one of the Company most recently furnished to holders categories of the Notes Permitted Indebtedness described in clauses (1) through (12) above or filed with the SEC, as the case may be and in accordance with Section 4.06 hereof, prior to such time, annualized (i.e., multiplied by four (4)) prior to the date on which such additional Indebtedness is entitled to be Incurred shall have been less than 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (i) such Indebtedness and any other Indebtedness Incurred by the Company and its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated incurred pursuant to the preceding Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes of each series issued on the Issue Date (and any Exchange Notes and guarantees thereof) shall be deemed to have been incurred under clause (1)) by the Company and its Subsidiaries since the first day above. In addition, for purposes of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any revolving credit facility U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be computed calculated based upon on the average daily balance of relevant currency exchange rate in effect on the date such Indebtedness during such period); (iii) was incurred, in the case of Acquired Indebtedness term debt, or Indebtedness Incurred in connection with any acquisition since first committed or first incurred (whichever yields the first day of such quarterly periodlower U.S. dollar equivalent), the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition of any asset or group of assets or revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the placement of any assets applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in service or removal of any assets from service by the Company or any of its Subsidiaries from the first day of such quarterly period to effect on the date of determinationsuch refinancing, including, without limitation, by merger, or stock or asset purchase or sale, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the acquisition, disposition, placement in service or removal from service had occurred as of the first day principal amount of such period, with appropriate adjustments to Interest Expense with respect to refinancing Indebtedness does not exceed the acquisition, disposition, placement in service or removal from service principal amount of such Indebtedness being included in that pro forma calculationrefinanced.