Common use of Limitations on Incurrence of Indebtedness Clause in Contracts

Limitations on Incurrence of Indebtedness. Neither the Company nor any Subsidiary will incur any Indebtedness if, immediately after giving effect to the incurrence of that 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 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 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. 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 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. In addition to the foregoing limitations on the incurrence of Indebtedness, neither the Company nor any Subsidiary will incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which the additional Indebtedness is to be incurred shall have been less than 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 (i) the Indebtedness and any other Indebtedness incurred by the Company and its Subsidiaries since the first day of the four-quarter period and the application of the proceeds therefrom, including to finance other Indebtedness, had occurred at the beginning of the period, (ii) the repayment or retirement of any other Indebtedness by the Company and its Subsidiaries since the first day of the four-quarter period had been repaid or retired at the beginning of that period (except that, in making the computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of the Indebtedness during that period), (iii) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of the four-quarter period, the related acquisition had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets since the first day of the four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, the acquisition or disposition and any related repayment of Indebtedness had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition or disposition being included in the pro forma calculation. SECTION 1005. [Omitted].

Limitations on Incurrence of Indebtedness. Neither the Company Issuer nor any Subsidiary will incur any Indebtedness if, immediately after giving effect to the incurrence of that such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP generally accepted accounting principles is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the CompanyIssuer'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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Company 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 Company Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the CompanyIssuer'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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company Issuer and its Subsidiaries may not must at any time all times own Total Unencumbered Assets equal to less than at least 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company Issuer and its Subsidiaries on a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, neither the Company Issuer nor any Subsidiary will incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which the such additional Indebtedness is to be incurred shall have been less than 1.5:1 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 (i) the Indebtedness such indebtedness and any other Indebtedness incurred by the Company and Issuer or its Subsidiaries since the first day of the such four-quarter period and the application of the proceeds therefrom, including Indebtedness to finance refinance other Indebtedness, had occurred at the beginning of the period, (ii) the repayment or retirement of any other Indebtedness by the Company Issuer and its Subsidiaries since the first day of the such four-quarter period had been incurred, repaid or retired at the beginning of that period (except that, in making the such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of the Indebtedness during that such period), (iii) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of the four-quarter period, the related acquisition had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any acquisition or disposition by the Company Issuer or its Subsidiaries any Subsidiary of any asset or group of assets since the first day of the such four-quarter period, whether including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, the such acquisition or disposition and or any related repayment of Indebtedness had occurred as of the first day of the such period with the appropriate adjustments with respect to the acquisition or disposition being included in the such pro forma calculation. SECTION 1005. [Omitted].

Limitations on Incurrence of Indebtedness. Neither the Company Issuer nor any Subsidiary will incur any Indebtedness if, immediately after giving effect to the incurrence of that such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP generally accepted accounting principles is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Company's 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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Company 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 Company Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Company's 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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company Issuer and its Subsidiaries may not must at any time all times own Total Unencumbered Assets equal to less than at least 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company Issuer and its Subsidiaries on a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, neither the Company Issuer nor any Subsidiary will incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which the such additional Indebtedness is to be incurred shall have been less than 1.5:1 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 (i) the Indebtedness such indebtedness and any other Indebtedness incurred by the Company and Issuer or its Subsidiaries since the first day of the such four-quarter period and the application of the proceeds therefrom, including Indebtedness to finance refinance other Indebtedness, had occurred at the beginning of the period, (ii) the repayment or retirement of any other Indebtedness by the Company Issuer and its Subsidiaries since the first day of the such four-quarter period had been incurred, repaid or retired at the beginning of that period (except that, in making the such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of the Indebtedness during that such period), (iii) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of the four-quarter period, the related acquisition had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any acquisition or disposition by the Company Issuer or its Subsidiaries any Subsidiary of any asset or group of assets since the first day of the such four-quarter period, whether including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, the such acquisition or disposition and or any related repayment of Indebtedness had occurred as of the first day of the such period with the appropriate adjustments with respect to the acquisition or disposition being included in the such pro forma calculation. SECTION 1005. [Omitted].

Limitations on Incurrence of Indebtedness. Neither the Company Issuer nor any Subsidiary will incur any Indebtedness if, immediately after giving effect to the incurrence of that such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP generally accepted accounting principles is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the CompanyIssuer'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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company Issuer nor any Subsidiary will incur any Indebtedness secured by any Encumbrance upon any of the property of the Company 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 Company Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company Issuer or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company Issuer and its Subsidiaries as of the end of the calendar quarter covered in the CompanyIssuer'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 Trustee (or, or such reports of Regency if filed by the filing is not permitted under the Exchange Act, Issuer with the TrusteeTrustee 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 Company 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 Company 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 Company Issuer and its Subsidiaries on a consolidated basis. In addition to the foregoing limitations on the incurrence of Indebtedness, neither the Company Issuer nor any Subsidiary will incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which the such additional Indebtedness is to be incurred shall have been less than 1.5:1 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 (i) the Indebtedness such indebtedness and any other Indebtedness incurred by the Company and Issuer or its Subsidiaries since the first day of the such four-quarter period and the application of the proceeds therefrom, including Indebtedness to finance refinance other Indebtedness, had occurred at the beginning of the period, (ii) the repayment or retirement of any other Indebtedness by the Company Issuer and its Subsidiaries since the first day of the such four-quarter period had been incurred, repaid or retired at the beginning of that period (except that, in making the such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of the Indebtedness during that such period), (iii) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of the four-quarter period, the related acquisition had occurred as of the first day of the period with the appropriate adjustments with respect to the acquisition being included in the pro forma calculation, and (iv) in the case of any acquisition or disposition by the Company Issuer or its Subsidiaries any Subsidiary of any asset or group of assets since the first day of the such four-quarter period, whether including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, the such acquisition or disposition and or any related repayment of Indebtedness had occurred as of the first day of the such period with the appropriate adjustments with respect to the acquisition or disposition being included in the such pro forma calculation. SECTION 1005. [Omitted].