Common use of Allocation Policy Clause in Contracts

Allocation Policy. In order to minimize the potential for conflicts of interest in the allocation of acquisition opportunities among entities in which Regency has an economic interest, Regency has established certain operating policies, including a rotation system for the allocation of acquisition opportunities. In the event that Regency or any of its Affiliates has an opportunity to acquire a community shopping center that would qualify as an Acquisition Opportunity (whether the seller is Regency, a Regency-managed joint venture or an unaffiliated third party) for the Fund and would also satisfy the investment criteria of other investment vehicles with capital available to invest, Regency will offer every other non-grocery anchored Acquisition Opportunity to the Fund and every fourth grocery-anchored Acquisition Opportunity to the Fund. In the event that the community shopping center in question would qualify as an Acquisition Opportunity for the Fund but would not also satisfy the investment criteria of any other investment vehicle with capital available to invest, Regency will offer the community shopping center to the Fund and such offer will not be considered an allocation under the general rotation system. Exceptions to the general rotation system will be made in the following circumstances: (i) a transaction necessary to satisfy Code Section 1031 exchange requirements; (ii) a tax deferred asset contribution in which a property owner contributes property to the Regency Centers, L.P. in exchange for limited partnership units in Regency Centers, L.P.; and (iii) situations in which Regency or any of its affiliates is issuing equity or other securities or in which legal, regulatory, tax or other impediments cannot be eliminated or substantially mitigated on a commercially reasonable basis without imposition of material additional costs on Regency, the Fund or other investment vehicles, including an acquisition by Regency of a portfolio of properties or an entity that holds interests in a portfolio of properties where there are such impediments to severing the portfolio or otherwise transferring individual properties (including impediments to allocating relative valuation and risks within the portfolio) or where the Fund does not have sufficient capital to acquire the entire portfolio or entity.