Common use of Limitations on Incurrence of Debt Clause in Contracts

Limitations on Incurrence of Debt. (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (i) the Company's Undepreciated Real Estate Assets 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 Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of all real estate assets acquired by the Company or any Subsidiary since the end of such calendar quarter, including those obtained in connection with the incurrence of such additional Debt; (b) In addition to the limitation set forth in subsection (a) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt if Consolidated Income Available for Debt Service for any 12 consecutive calendar months within the 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries to be outstanding immediately after the incurring of such additional Debt. (c) For purposes of this Section 1004, Debt 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 Debt. (a1) The Company Partnership will not, and will not permit any Subsidiary to, incur any Debt, other than intercompany Debt (representing Debt to which the only parties are Gables, any of its Subsidiaries, the Partnership or the Management Companies, but only so long as such Debt is held solely by any of the foregoing), if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6560% of the sum of (without duplication) (i) the CompanyPartnership's Undepreciated Real Estate Adjusted Total Assets as of the end of the calendar quarter covered in the CompanyPartnership'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 Securities Exchange Act of 1934Act, filed with the Trustee) prior to the incurrence of such additional Debt and Debt, (ii) the purchase price of all any real estate assets or mortgages receivable (or interests therein) acquired by the Company Partnership or any Subsidiary since the end of such calendar quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt;). (b2) In addition to the limitation set forth in subsection (a1) of this Section 10042.4, the Company Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for any 12 the four consecutive calendar months within the 15 calendar months immediately preceding fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 times 1.5:1, on a PRO FORMA basis after giving effect thereto and to the Maximum Annual Service Charge application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt , had occurred at the beginning of such period; (ii) the repayment or retirement of any other Debt by the Partnership and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such 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 (iv) in the case of any acquisition or disposition by the Partnership or its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt 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. (3) In addition to the limitations set forth in subsections (1) and (2) of this Section 2.4, the Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Partnership or any Subsidiary ("Secured Debt"), whether owned at the date hereof or thereafter acquired, if, immediately after giving effect to the incurrence of such Secured Debt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt of the Company Partnership and all its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) the Partnership's Adjusted Total Assets 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, filed with the Trustee) prior to be outstanding immediately after the incurring incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable (or interests therein) acquired 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 Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt). (c4) The Partnership and its Subsidiaries will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Partnership and its Subsidiaries on a consolidated basis. (5) For purposes of this Section 10042.4, Debt shall be deemed to be "incurred" by the Company Partnership or a Subsidiary whenever the Company Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Debt. (a) The Company will not, and will not permit any Subsidiary to, incur any Debt additional Indebtedness if, immediately after giving effect to the incurrence of such additional DebtIndebtedness the Company’s Debt to Total Assets Ratio, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries calculated on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of basis, would exceed sixty percent (i) the Company's Undepreciated Real Estate Assets 60%), measured as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K most recent fiscal year 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 Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of all real estate assets acquired by the Company or any Subsidiary since the end of such calendar quarter, including those obtained in connection with the incurrence of such additional Debt;. (b) In addition The Company shall not, and shall not permit any Subsidiary to, incur any Indebtedness if the Company’s Debt Service Coverage Ratio for the four consecutive fiscal quarters most recently ended prior to the limitation set forth in subsection date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, calculated on a pro forma basis after giving effect to the issuance of the Notes and the application of the proceeds therefrom, and calculated on the assumption that the Notes and any other Indebtedness incurred by the Company since the first day of the four-quarter period and the application of the proceeds therefrom (aincluding to refinance other Indebtedness since the first day of the four-quarter period) had occurred on the first day of this Section 1004, the period. (c) The Company will not, and will not permit any Subsidiary to, incur additional Indebtedness secured by any Debt if Consolidated Income Available for Debt Service for Lien upon any 12 consecutive calendar months within of the 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt property of the Company and all Subsidiaries to be outstanding or any Subsidiary if, immediately after the incurring incurrence of such additional DebtIndebtedness the Company’s Secured Debt to Total Assets Ratio calculated on a consolidated basis, would exceed forty percent (40%), measured as of the end of the most recent fiscal year or calendar quarter. (c) For purposes of this Section 1004, Debt 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 Debt. In addition to the covenants set forth in Article TEN of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of Securities issued on or after the date of this Supplemental Indenture, unless otherwise provided in the Officers’ Certificate or supplemental indenture authorizing any series of such Securities; provided, however, that the covenants set forth in Section 1004 of the Base Indenture, as not amended (including the definitions set forth in Section 101 of the Base Indenture of any capitalized terms used in Section 1004 of the Base Indenture), shall apply to Securities issued on or after the date hereof only for so long as any Securities issued pursuant to the Base Indenture prior to the date of this Supplemental Indenture remain outstanding: (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (without duplication) (i) the Company's Undepreciated Real Estate ’s Total Assets as of the end of the calendar quarter covered in the Company's ’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 Securities Exchange Act of 1934Act, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of all real estate any assets acquired or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire assets or mortgages receivable or used to reduce Debt), 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 Debt;. (b) In addition to the limitation limitations set forth in subsection (a) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any additional Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for any 12 the four consecutive calendar months within the 15 calendar months immediately preceding fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 times to 1.0 on a pro forma basis after giving effect thereto and to the Maximum Annual Service Charge application of the net proceeds therefrom, and calculated on the assumption that (i) such additional Debt had been incurred at the beginning of such period; and (ii) any assets acquired, or to be acquired, with such additional Debt and projected income therefrom had been acquired at the beginning of such period. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 1004, the Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 125% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and all its Subsidiaries determined on a consolidated basis. (d) In addition to be outstanding the limitations set forth in subsections (a), (b) and (c) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt secured by any Encumbrance upon any of the property of the Company or any Subsidiary (excluding Pari Passu Debt), whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurring incurrence of such additional Debt and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary (excluding Pari Passu Debt) is greater than 40% of the sum (without duplication) of (i) the Company’s Total Assets 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 Debt 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 Debt), 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 Debt. (ce) For purposes of this Section 1004, 1004 Debt 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 Debt. (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding out- standing Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (i) the Company's Undepreciated Real Estate Total Assets as of the end of the calendar fiscal 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 Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt and Debt, (ii) the purchase price of all any real estate assets or mortgages receivable acquired by the Company or any Subsidiary since the end of such calendar fiscal quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such fiscal quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt;). (b) In addition to the limitation set forth in subsection (a) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt if Consolidated Income Available for Debt Service for any 12 consecutive calendar months within the 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt of the Company and all Subsidiaries to be outstanding immediately after the incurring of such additional Debt. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Company or any Subsidiary, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary is greater than 40% of the sum of (i) the Company's Total Assets as of the end of the fiscal 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 Securities Exchange Act of 1934, with the Trustee) prior to the incurrence of such additional Debt, (ii) the purchase price of any real estate assets or mortgages receivable acquired by the Company or any Subsidiary since the end of such fiscal quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Company or any Subsidiary since the end of such fiscal quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt). (d) In addition to the limitations set forth in subsections (a), (b) and (c) of this Section 1004, the Company will at all times maintain an Unencumbered Total Asset Value in an amount not less than 100% of the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries that is unsecured. (e) For purposes of this Section 1004, Debt 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 Debt. Pursuant to Section 901(5) of the Base Indenture, Section 1004 of the Base Indenture is hereby amended and restated in its entirety as follows for the benefit of the Holders of Securities issued on or after the date of this Supplemental Indenture (which covenants shall replace and apply in lieu of the covenants set forth in Section 1004 of the Original Indenture, Section 2.1 of the Second Supplemental Indenture and Section 2.1 of the Seventh Supplemental Indenture), unless otherwise provided in the Officers’ Certificate or supplemental indenture authorizing any series of such Securities: (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6560% of the sum of (without duplication) (i) the Company's Undepreciated Real Estate Total Assets as of the end of the calendar quarter covered in the Company's ’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 Securities Exchange Act of 1934Act, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of all any real estate assets acquired 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 Debt), 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 Debt;. (b) In addition to the limitation set forth in subsection (a) of this Section 1004, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for any 12 the four consecutive calendar months within the 15 calendar months immediately preceding fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 times 1.5, on a pro forma basis after giving effect thereto and to the Maximum Annual Service Charge application of the proceeds therefrom, and calculated on the assumption that (i) such Debt of and any other Debt incurred by the Company and all its Subsidiaries to be outstanding immediately after since the incurring first day of such additional four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of such four-quarter period had been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such 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 (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 such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt 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. (c) For purposes In addition to the limitation set forth in subsections (a) and (b) of this Section 1004, Debt shall be deemed to be "incurred" by no Subsidiary may incur any Unsecured Debt; provided, however, that the Company or a Subsidiary whenever may acquire an entity that becomes a Subsidiary that has Unsecured Debt if the incurrence of such Debt (including any guarantees of such Debt assumed by the Company or any Subsidiary) was not intended to evade the foregoing restrictions and the incurrence of such Subsidiary shall create, assume, guarantee Debt (including any guarantees of such Debt assumed by the Company or any Subsidiary) would otherwise become liable in respect thereofbe permitted under this Indenture.

Limitations on Incurrence of Debt. (a) The Company Partnership will not, and will not permit any Subsidiary to, incur any Debt, other than intercompany Debt (representing Debt to which the only parties are Gables, any of its Subsidiaries, the Partnership or the Management Companies, but only so long as such Debt is held solely by any of the foregoing), if, immediately after giving effect to the incurrence of such additional DebtDebt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 6560% of the sum of (without duplication) (i) the CompanyPartnership's Undepreciated Real Estate Adjusted Total Assets as of the end of the calendar quarter covered in the CompanyPartnership'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 Securities Exchange Act of 1934Act, filed with the Trustee) prior to the incurrence of such additional Debt and Debt, (ii) the purchase price of all any real estate assets or mortgages receivable (or interests therein) acquired by the Company Partnership or any Subsidiary since the end of such calendar quarter, including those obtained in connection with the incurrence of such additional Debt and (iii) the amount of any securities offering proceeds received by the Partnership or any Subsidiary since the end of such calendar quarter (to the extent that such proceeds were not used to acquire such real estate assets or mortgages receivable or used to reduce Debt;). (b) In addition to the limitation set forth in subsection (a) of this Section 10042.4, the Company Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for any 12 the four consecutive calendar months within the 15 calendar months immediately preceding fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 times 1.5:1, on a pro forma basis after giving effect thereto and to the Maximum Annual Service Charge application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the Company and all Subsidiaries proceeds therefrom, including to be outstanding immediately after refinance other Debt, had occurred at the incurring beginning of such additional Debt. period; (cii) For purposes the repayment or retirement of this Section 1004any other Debt by the Partnership and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility 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.computed based