Common use of Capitalized Lease Obligations of such Person Clause in Contracts

Capitalized Lease Obligations of such Person. (6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); (7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, reimbursement obligations (contingent or liquidation preference, otherwise) of such Person with in respect of any letter of credit or acceptance (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any Disqualified payment in respect of any Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiarypurchase obligation, any Preferred Stock (but excludingrepurchase obligation, takeout commitment or forward equity commitment, in each case, case evidenced by a binding agreement (excluding any accrued dividendssuch obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (7h) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the principal component of Derivatives Termination Value thereof; (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities and other exceptions to nonrecourse liability customarily excluded by institutional lenders from exculpation provisions or included in separate indemnification agreements); and (j) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation. Indebtedness of any asset Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, whether or not portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness is assumed by or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person; provided). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower. In no event, however, shall Indebtedness be deemed to include intercompany Indebtedness that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability is eliminated upon a balance sheet (excluding the footnotes thereto) of such Person prepared consolidation in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12.

Capitalized Lease Obligations of such Person. (6vi) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); (7vii) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Parent Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) viii) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed Guaranteed by such Person; and (9ix) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations Swap Contracts (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligationsclause (iii), (vii), (viii) or (ix)) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The term “Indebtedness” shall not include any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practices, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness Notwithstanding the above provisions, in no event shall be calculated without giving effect the following constitute Indebtedness: (i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practices; (ii) Cash Management Services; (iii) in connection with the purchase by Parent Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the effects extent such payment is determined by a final closing balance sheet or such payment depends on the performance of Financial Accounting Standards Board Accounting Standards -52- such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; (iv) for the avoidance of doubt, any 52 #96501157v1296352060v15 #96352060v15

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, reimbursement obligations (contingent or liquidation preference, otherwise) of such Person with under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any Disqualified payment in respect of any Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiarypurchase obligation, any Preferred Stock (but excludingrepurchase obligation, takeout commitment or forward equity commitment, in each case, case evidenced by a binding agreement (excluding any accrued dividendssuch obligation to the extent the obligation can be satisfied by the issuance of Capital Stock (other than Mandatorily Redeemable Stock)); (7h) net obligations under any Swap Contract (which shall be deemed to have an amount equal to the principal component of Swap Termination Value thereof at such time but in no event shall be less than zero); (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability); (j) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any asset Unconsolidated Affiliate of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at shall include Indebtedness of any time partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of a revolving credit such Person’s Ownership Share of such Indebtedness or similar facility the amount of the recourse portion of the Indebtedness, shall be the total amount included as Indebtedness of funds borrowed and then outstandingsuch Person). The amount of any Indebtedness outstanding as of any date shall be “Institutional Investor” means (a) the accreted value thereof in the case any Purchaser of any Indebtedness issued with original issue discount and a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of Indebtednessthe Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or liquidation preference thereofany other similar financial institution or entity, in the case regardless of legal form, and (d) any Related Fund of any holder of any Note. “Intellectual Property” means all trademarks, service marks, trade names, copyrights, patents, patent rights, franchises related to intellectual property, licenses related to intellectual property and all other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12intellectual property rights.

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, or liquidation preference, reimbursement obligations of such Person with under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect to of any Disqualified Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiary(i) purchase obligation, any Preferred Stock (but excludingrepurchase obligation or takeout commitment, in each casecase evidenced by a binding agreement and to the extent such obligation is to acquire Equity Interests of another Person, assets of another Person that constitute the business or a division or operating unit of such Person, real estate, bonds, debentures, notes or similar instruments or (ii) forward equity commitment evidenced by a binding agreement (provided, however that this clause (g) shall exclude any accrued dividendssuch obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (7h) net obligations under any Derivatives Contract not entered into as a hedge against Indebtedness existing from time to time, in an amount equal to the principal component of Derivatives Termination Value thereof; (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for Guaranties constituting Nonrecourse Indebtedness); (j) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation and (k) such Person’s Ownership Share of the Indebtedness of any asset Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of the ownership of such partnership or joint venture (except if such Indebtedness, whether or not portion thereof, is recourse (other than in respect of exceptions referred to in the definition of Nonrecourse Indebtedness) to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness is assumed by such Person; provided, however, that or the amount of such recourse portion of the Indebtedness, shall be included as Indebtedness will of such Person). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower. Notwithstanding the foregoing, (A) in the case of any Nonrecourse Indebtedness as to which recourse for payment thereof is expressly limited to the property or asset on which a Lien is granted, such Indebtedness shall be valued at the lesser of (ai) the fair market value stated or determinable amount of the Indebtedness that is so secured or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof subject to confirmation by the Administrative Agent in its reasonable discretion and (ii) the Fair Market Value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Personproperty or asset; and (9B) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) of other Persons which such Person has Guaranteed, the principal amount of Indebtednesssuch Indebtedness attributable to such Person shall be equal to the lesser of the stated or determinable amount of the Indebtedness such Person Guaranteed or, if the amount of such Indebtedness is not stated or liquidation preference thereofdeterminable, the maximum reasonably anticipated liability in respect thereof subject to confirmation by the case Administrative Agent in its reasonable discretion. The calculation of Indebtedness shall not include any fair value adjustments to the carrying value of liabilities to record such Indebtedness at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12Loan Party under any

Capitalized Lease Obligations of such Person. (6d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the principal component of same have been presented for payment); (e) all obligations, contingent or liquidation preferenceotherwise, of such Person with under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing arrangement if the transaction giving rise to such obligation (i) is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease under GAAP and (ii) does not (and is not required to pursuant to GAAP) appear as a liability on the balance sheet of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect to of any Disqualified Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiary, any Preferred Stock take-out commitment or forward equity commitment (but excluding, in each casethe case of the Borrower and its Subsidiaries, any accrued dividendssuch obligation that can be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (7h) the principal component of all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person; (i) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any asset of property or assets owned by such Person, whether even though such Person has not assumed or not such Indebtedness is assumed by such Person; provided, however, that become liable for the amount payment of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such or other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1)payment obligation, (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereofvalued, in the case of any other Indebtedness. such Indebtedness shall be calculated without giving effect as to which recourse for the payment thereof is expressly limited to the effects property or assets on which such Lien is granted, at the lesser of Financial Accounting Standards Board Accounting Standards -52- #96501157v12(x) the stated or determinable amount of the Indebtedness that is so secured or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) and (y) the Fair Market Value of such property or assets; and (j) such Person's pro rata share of the Indebtedness of any Unconsolidated Affiliate of such Person. In the case of the Borrower and its Subsidiaries, Subordinated Debt shall not be considered Indebtedness.

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); (7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net reimbursement obligations of such Person under Hedging any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (the amount f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the termination greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and excluding any such obligation to the extent that any the obligation can be satisfied by the issuance of the foregoing Indebtedness Equity Interests (other than letters of credit and Hedging ObligationsMandatorily Redeemable Stock)); (h) would appear net obligations under any Derivatives Contract not entered into as a liability upon a balance sheet hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (excluding the footnotes theretoi) all Contingent Liabilities of such Person prepared in accordance with GAAP(except for and guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)); (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person's pro rata share of the Indebtedness of any Unconsolidated Affiliate of such Person. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount include Indebtedness of any Indebtedness outstanding as partnership or joint venture in which such Person is a general partner or joint venturer to the extent of any date shall be such Person's pro rata share of the ownership of such partnership or joint venture (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of except if such Indebtedness, or liquidation preference portion thereof, is recourse to such Person, in which case the case greater of any other such Person's pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness. Indebtedness , shall be calculated without giving effect to included as Indebtedness of such Person). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12Borrower.

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, reimbursement obligations (contingent or liquidation preference, otherwise) of such Person with in respect of letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any Disqualified payment in respect of any Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiarypurchase obligation, any Preferred Stock (but excludingrepurchase obligation, takeout commitment or forward equity commitment, in each case, case evidenced by a binding agreement (excluding any accrued dividendssuch obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (7h) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the principal component of Derivatives Termination Value thereof; (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, bankruptcy, insolvency, receivership and other similar events, and other similar exceptions to nonrecourse liability); (j) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person's pro rata share of the Indebtedness of any asset Unconsolidated Affiliate of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount . All Loans and Letter of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Credit Liabilities shall constitute Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards -52- #96501157v12Borrowers.

Capitalized Lease Obligations of such Person. (6d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the principal component same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligationsobligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference, preference plus accrued and unpaid dividends; (g) all obligations of such Person with respect to any Disqualified Stock or, take-out commitment to the extent all conditions to such commitment have been satisfied or waived net of asset value (but not less than zero); (h) all obligations of such Person with respect to any Restricted Subsidiaryforward equity commitment net, any Preferred Stock in the case of forward equity commitments to acquire multifamily real estate assets or equity interests in a Person owning directly or indirectly multifamily real estate assets, the value of such real estate assets or interests therein (but excluding, in each case, any accrued dividendsnot less than zero); (7i) purchase obligations and repurchase obligations to the principal component extent all conditions to such purchase or repurchase have been satisfied or waived net of asset value (but not less than zero); (j) net obligations under any Derivatives Contract in an amount equal to the Derivatives Termination Value thereof; (k) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person; and (l) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than certain Permitted Liens) on any asset of property or assets owned by such Person, whether even though such Person has not assumed or not become liable for the payment of such Indebtedness is assumed by such Personor other payment obligation; provided, however, that the amount of such Indebtedness will be the lesser of shall not include (ax) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations subject to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared defeasance arrangements in accordance with GAAP. The amount , or (y) obligations in respect of Indebtedness Mandatorily Redeemable Stock to the extent of any Person at any time sinking fund payments that have been made in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtednessconnection therewith, or liquidation preference thereofbut only, in the case of any other Indebtedness. Indebtedness (x) and (y) such defeasance and sinking fund payments shall be calculated without giving effect held as restricted cash that is escrowed or maintained in a trust or escrow account or other fund with one or more trustees relating to the effects applicable indenture or other agreement pertaining to such obligations; and provided, further, that Indebtedness described in the foregoing clauses (g), (h) and (i) shall not include any such obligation that can be satisfied solely by the issuance of Financial Accounting Standards Board Accounting Standards -52- #96501157v12Equity Interests (other than Mandatorily Redeemable Stock).

Capitalized Lease Obligations of such Person. (6d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the principal component of same have been presented for payment); (e) all obligations, contingent or liquidation preferenceotherwise, of such Person with under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing arrangement if the transaction giving rise to such obligation (1) is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease under GAAP and (2) does not (and is not required pursuant to GAAP to) appear as a liability on the balance sheet of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect to of any Disqualified Mandatorily Redeemable Stock orissued by such Person or any other Person, with valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect to of any Restricted Subsidiary, any Preferred Stock take-out commitment or forward equity commitment (but excluding, in each casethe case of the Borrower and its Subsidiaries, any accrued dividendssuch obligation that can be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (7h) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of which such Person has Guaranteed or is otherwise recourse to such Person, whether valued at the lesser of (1) the stated or not determinable amount of the Indebtedness such Indebtedness is assumed by such Person; providedPerson Guaranteed or, however, that if the amount of such Indebtedness will be is not stated or determinable, the lesser of (a) the fair market value of such asset at such date of determination (as determined maximum reasonably anticipated liability in good faith by the Borrower) respect thereof, and (b2) the amount of any express limitation on such Guaranty; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred has an existing right, contingent or otherwise, to in clauses (1), (2), (3), (4), (5be secured by) and (9) hereof of other Persons to the extent guaranteed any Lien on property or assets owned by such Person; and (9) to , even though such Person has not assumed or become liable for the extent not otherwise included in this definition, net obligations payment of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement Indebtedness or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1)other payment obligation, (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereofvalued, in the case of any other Indebtedness. such Indebtedness shall be calculated without giving effect as to which recourse for the payment thereof is expressly limited to the effects property or assets on which such Lien is granted, at the lesser of Financial Accounting Standards Board Accounting Standards -52- #96501157v12(1) the stated or determinable amount of the Indebtedness that is so secured or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) and (2) the Fair Market Value of such property or assets; and (j) such Person's pro rata share of the Indebtedness of any Unconsolidated Affiliate of such Person.

Capitalized Lease Obligations of such Person. (6d) the principal component of all obligations, or liquidation preference, reimbursement obligations of such Person with respect to under any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock letters of credit or acceptances (but excluding, in each case, any accrued dividendswhether or not the same have been presented for payment); (7e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the principal component greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar exceptions to recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)); (i) all Indebtedness of another Person secured by a (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any asset of property or assets owned by such Person, whether even though such Person has not assumed or not such Indebtedness is assumed by such Person; provided, however, that become liable for the amount payment of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) or other payment obligation and (bj) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other Persons to the extent guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net all obligations of such Person under Hedging Obligations to pay the deferred purchase price of property or services excluding (i) trade accounts payable in the amount ordinary course of any business which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which such obligations to be equal at any time to the net payments under such agreement payable is being disputed or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); contested in good faith and with respect to clauses (1)which adequate reserves in conformity with GAAP, (2)if any are so required, (3)have been established on the books of such Person; PROVIDED, (4)HOWEVER, (5) that trade accounts payable that are overdue by more than 180 days shall nevertheless be included in Indebtedness for purposes of calculating Consolidated Total Senior Funded Debt notwithstanding the existence of such good faith dispute or contest and (9ii) above, if and trade accounts payable arising with respect to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAPchassis purchases. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount include Indebtedness of any Indebtedness outstanding as partnership or joint venture in which such Person is a general partner or joint venturer to the extent of any date shall be such Person's pro rata share of the ownership of such partnership or joint venture (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of except if such Indebtedness, or liquidation preference portion thereof, is recourse to such Person, in which case the case greater of any other such Person's pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness. Indebtedness , shall be calculated without giving effect to the effects included as Indebtedness of Financial Accounting Standards Board Accounting Standards -52- #96501157v12such Person).