Common use of Covenant Calculations Clause in Contracts

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC or their respective Subsidiaries without double counting. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), and (ii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 Sections 10.8 through 10.19 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”charges or "debt service"), references to Indebtedness Debt or liabilities of the Borrower Obligors shall mean Indebtedness Debt or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerObligors, plus (but without double-counting): (i) all Indebtedness Debt or liabilities of the Operating Subsidiaries, MCRC the Subsidiary Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness Debt or liabilities owed to the Borrower Obligors or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Subsidiary Guarantor), (ii) all Indebtedness Debt or liabilities of each unconsolidated Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness Debt or liability (or a portion thereof) is Recourse to any of the Borrower, MCRC Obligors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness Debt or liabilities of each unconsolidated Partially-Owned Entity to the extent of the pro-rata pro‑rata share of such Indebtedness Debt or liability allocable to any of the Borrower, MCRC Obligors or their respective Subsidiaries without double countingSubsidiaries, if the Debt or liability of such Partially‑Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 Sections 10.8 through 10.19 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC an Obligor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by an Obligor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Obligors' pro forma projections for such acquired property, on a basis consistent with Article 11 of Regulation S-X under the Securities Act, if such property has been owned by an Obligor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by an Obligor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of Sections 10.8 through 10.19 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Obligors from unconsolidated Subsidiaries of MCRC, the Borrower Obligors and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC the Guarantors or their respective Subsidiaries without double counting. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), and (ii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) belowDate, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum (as such term is defined in §9.6 hereof) shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.110.1-9.8 10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “"fixed charges”" or "debt service"), references to Indebtedness or liabilities of the Borrower Borrowers shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower Borrowers or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Guarantor), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability (or a portion thereof) is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double countingSubsidiaries, if the Indebtedness or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 10.1, 10.2, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers' pro forma projections for such acquired property, subject to the Administrative Agent's reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§Sections 9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”"debt service"), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus PLUS (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided PROVIDED that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided PROVIDED that Recourse Indebtedness arising from such Person’s 's acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC the Guarantors or their respective Subsidiaries without double counting. (b) For purposes of §§Sections 9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), (ii) to include the pro forma results of any Real Estate acquired by the Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrower's pro forma projections for such acquired property, subject to the Administrative Agent's reasonable approval, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only) and (iiiii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided PROVIDED that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§Sections 9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then then (i) the Borrower’s 's compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) belowDate, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§Sections 9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum (as such term is defined in Section 9.6 hereof) shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries and for which the results have been deducted pursuant to §Section 9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§Sections 9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”"debt service"), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus PLUS (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided PROVIDED that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided PROVIDED that Recourse Indebtedness arising from such Person’s 's acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC the Guarantors or their respective Subsidiaries without double counting. (b) For purposes of §§Sections 9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), (ii) to include the pro forma results of any Real Estate acquired by the Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrower's pro forma projections for such acquired property, subject to the Administrative Agent's reasonable approval, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only) and (iiiii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided PROVIDED that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§Sections 9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a material change in the calculation to be performed in any such sectionSection , solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent Lenders and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§Sections 9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum (as such term is defined in Section 9.6 hereof) shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries and for which the results have been deducted pursuant to §Section 9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.110.1-9.8 10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges” or “debt service”), references to Indebtedness or liabilities of the Borrower Borrowers shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower Borrowers or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Guarantor), (ii) all Indebtedness or liabilities of each unconsolidated Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability (or a portion thereof) is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each unconsolidated Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double countingSubsidiaries, if the Indebtedness or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 10 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers’ pro forma projections for such acquired property, subject to the Administrative Agent’s reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall calculations to be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted made pursuant to §9.9(b§10.1-10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “fixed charges” or “debt service”), any election to measure an item of Indebtedness using fair value (as permitted by FASB ASC 800-00-00 (formerly known as Statement of Financial Accounting Standards No. 159) or any similar accounting standard) shall be disregarded and such determination shall be made instead using the par value of such Ixxxxxxxxxxx.

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 ss.ss.9.1, 9.2, 9.3, 9.4, 9.5, 9.6 and 9.7 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”"debt service"), references to Indebtedness or liabilities of the Borrower shall shall: (i) mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting): (iA) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided that, as to MCRCBPC, MCRC BPC has a corresponding Indebtedness or liability to the Borrower), (iiB) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases)Real Estate Holding Entity, but only to the extent, if any, that said Indebtedness or liability is Recourse to any of the Borrower, MCRC or their respective Subsidiaries Credit Parties or any of their respective assets (other than their respective interests in such Partially-Owned Real Estate Holding Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iiiC) Indebtedness or liabilities of each Partially-Owned Real Estate Holding Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerCredit Parties, MCRC if the Indebtedness of such Partially-Owned Real Estate Holding Entity is Without Recourse to such Person or their respective Subsidiaries without double countingits assets (other than its interest in such Partially-Owned Real Estate Holding Entity). (ii) exclude (to the extent otherwise includable in the definition of "Indebtedness") (A) all unsecured liabilities for trade payables incurred in the ordinary course of business and which are not overdue for more than sixty (60) days, (B) other accrued current liabilities that are not yet due and payable and (C) contingent liabilities, other than contingent liabilities in respect of obligations for borrowed money or in respect of other fixed liquid obligations. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI any calculations to be made pursuant to any of the covenants contained in this ss.9 and Revised Adjusted Unencumbered Property NOI (and all the defined terms and calculations using such terms) shall be adjusted used herein, (i) to deduct the actual results of any Real Estate disposed of each wholly-owned Subsidiary and Center Plaza Associates shall be treated for all purposes as if their assets, liabilities and operations were owned directly by the Borrower (provided, however, for the purpose of determining the amount of Consolidated Outstanding Recourse Indebtedness under Sections 9.4 and 9.7, the Indebtedness of a wholly-owned Subsidiary which is not a Credit Party shall not constitute Recourse Indebtedness of the Borrower, MCRC or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), ) and (ii) references to Indebtedness of the extent applicable, to Borrower shall not include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRCCenter Plaza Subordinate Debt, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by Rowes Wharf Debt, the BorrowerRussia Wharf Debt, or the South Station Debt. (c) For purposes of §§9.1 - 9.8 hereofThe Agent shall have the right to treat Center Plaza as not 100% owned by the Borrower and/or to adjust, together with each in its sole discretion, the Asset Value thereof (including, without limitation, to exclude entirely from the calculations to be made pursuant to the covenants contained in this ss.9 both the Asset Value thereof and the Without Recourse Indebtedness on Center Plaza owed to CIGNA or any other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change lender) in the calculation to be performed in any such section, solely as a result of such change in GAAP, then event that (i) the Borrower’s compliance with Borrower ceases to own at least a 75% limited partnership interest in Center Plaza Associates and either the remaining 24% limited partnership interest therein or an option to purchase such covenant(s) or section shall be determined on interest pursuant to the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause Center Plaza Option Agreement (ii) belowLimited Partnership Interest), and (ii) the Administrative Agent and entire 1% general partner interest in Center Plaza Associates ceases to be beneficially owned in its entirety by the Borrower shall negotiate in good faith a modification of any such covenant(sand/or BPC, or (iii) or sections so that the economic effect of Borrower ceases to own the calculation of such covenant(s) or sections using GAAP Center Plaza Subordinate Debt Interests (as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) hereinafter defined). For purposes of §§9.1-9.8 hereofthe preceding sentence, Consolidated Total Capitalization the Borrower will be considered the owner of the Center Plaza Subordinate Debt Interests even though the Borrower has pledged the same to CIGNA (the "CIGNA Pledge") as collateral security for CIGNA's first mortgage loan on Center Plaza (the "CIGNA Center Plaza Mortgage") unless and until (x) CIGNA or its assignee forecloses on the Section 9.6 Sum CIGNA Pledge, (y) the Center Plaza Subordinate Debt Interests are transferred to CIGNA or its assignee, or (z) CIGNA or its assignee commences any other creditors' rights action against the Borrower or Center Plaza Associates which results or may result in the Borrower not being the owner of the Center Plaza Subordinate Debt Interests. As used herein, the "Center Plaza Subordinate Debt Interests" shall be adjusted mean (without double-countingA) the Center Plaza First Tier Notes, (B) the Center Plaza Beacon Note and (C) either the option to include acquire the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted Center Plaza Second Tier Note pursuant to §9.9(b)the Center Plaza Option Agreement (Second Tier Notes) or, if such option is exercised, the Center Plaza Second Tier Note itself.

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1Sections 10.8-9.8 10.19 (and the defined terms relevant thereto, including, without limitation, those relating to fixed charges or “interest expense” and “fixed chargesdebt service”), references to Indebtedness Debt or liabilities of the Borrower Obligors shall mean Indebtedness Debt or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerObligors, plus (but without double-counting): (i) all Indebtedness Debt or liabilities of the Operating Subsidiaries, MCRC the Subsidiary Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness Debt or liabilities owed to the Borrower Obligors or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Subsidiary Guarantor), (ii) all Indebtedness Debt or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness Debt or liability (or a portion thereof) is Recourse to any of the Borrower, MCRC Obligors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness Debt or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness Debt or liability allocable to any of the Borrower, MCRC Obligors or their respective Subsidiaries without double countingSubsidiaries, if the Debt or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 Sections 10.8 through 10.19 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC an Obligor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by an Obligor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Obligors’ pro forma projections for such acquired property, on a basis consistent with Article 11 of Regulation S-X under the Securities Act, if such property has been owned by an Obligor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by an Obligor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of Sections 10.8 through 10.19 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Obligors from unconsolidated Subsidiaries of MCRC, the Borrower Obligors and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (S)(S)9.1, 9.2, 9.3, 9.4, 9.5, 9.6 and 9.7 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”"debt service"), references to Indebtedness or liabilities of the Borrower shall shall: (i) mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without ---- double-counting): (iA) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided that, as to MCRCBPC, MCRC BPC has a corresponding Indebtedness or liability to the -------- Borrower), (iiB) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases)Real Estate Holding Entity, but only to the extent, if any, that said Indebtedness or liability is Recourse to any of the Borrower, MCRC or their respective Subsidiaries Credit Parties or any of their respective assets (other than their respective interests in such Partially-Owned Real Estate Holding Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iiiC) Indebtedness or liabilities of each Partially-Owned Real Estate Holding Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerCredit Parties, MCRC if the Indebtedness of such Partially-Owned Real Estate Holding Entity is Without Recourse to such Person or their respective Subsidiaries without double countingits assets (other than its interest in such Partially- Owned Real Estate Holding Entity). (ii) exclude (to the extent otherwise includable in the definition of "Indebtedness") (A) all unsecured liabilities for trade payables incurred in the ordinary course of business and which are not overdue for more than sixty (60) days, (B) other accrued current liabilities that are not yet due and payable and (C) contingent liabilities, other than contingent liabilities in respect of obligations for borrowed money or in respect of other fixed liquid obligations. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI any calculations to be made pursuant to any of the covenants contained in this (S)9 and Revised Adjusted Unencumbered Property NOI (and all the defined terms and calculations using such terms) shall be adjusted used herein, (i) to deduct the actual results of any Real Estate disposed of each wholly-owned Subsidiary and Center Plaza Associates shall be treated for all purposes as if their assets, liabilities and operations were owned directly by the Borrower (provided, however, for the purpose of determining the amount of Consolidated Outstanding Recourse Indebtedness under Sections 9.4 and 9.7, the Indebtedness of a wholly-owned Subsidiary which is not a Credit Party shall not constitute Recourse Indebtedness of the Borrower, MCRC or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), ) and (ii) references to Indebtedness of the extent applicable, to Borrower shall not include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRCCenter Plaza Subordinate Debt, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by Rowes Wharf Debt, the BorrowerRussia Wharf Debt, or the South Station Debt. (c) For purposes of §§9.1 - 9.8 hereofThe Agent shall have the right to treat Center Plaza as not 100% owned by the Borrower and/or to adjust, together with each in its sole discretion, the Asset Value thereof (including, without limitation, to exclude entirely from the calculations to be made pursuant to the covenants contained in this (S)9 both the Asset Value thereof and the Without Recourse Indebtedness on Center Plaza owed to CIGNA or any other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change lender) in the calculation to be performed in any such section, solely as a result of such change in GAAP, then event that (i) the Borrower’s compliance with Borrower ceases to own at least a 75% limited partnership interest in Center Plaza Associates and either the remaining 24% limited partnership interest therein or an option to purchase such covenant(s) or section shall be determined on interest pursuant to the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause Center Plaza Option Agreement (ii) belowLimited Partnership Interest), and (ii) the Administrative Agent and entire 1% general partner interest in Center Plaza Associates ceases to be beneficially owned in its entirety by the Borrower shall negotiate in good faith a modification of any such covenant(sand/or BPC, or (iii) or sections so that the economic effect of Borrower ceases to own the calculation of such covenant(s) or sections using GAAP Center Plaza Subordinate Debt Interests (as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) hereinafter defined). For purposes of §§9.1-9.8 hereofthe preceding sentence, Consolidated Total Capitalization the Borrower will be considered the owner of the Center Plaza Subordinate Debt Interests even though the Borrower has pledged the same to CIGNA (the "CIGNA Pledge") as collateral security for CIGNA's first mortgage loan on Center Plaza (the "CIGNA Center Plaza Mortgage") unless and until (x) CIGNA or its assignee forecloses on the Section 9.6 Sum shall be adjusted CIGNA Pledge, (without double-countingy) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).Center Plaza

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.110.1-9.8 10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “"fixed charges”" or "debt service"), references to Indebtedness or liabilities of the Borrower Borrowers shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower Borrowers or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Guarantor), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability (or a portion thereof) is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double countingSubsidiaries, if the Indebtedness or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 10 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers' pro forma projections for such acquired property, subject to the Administrative Agent's reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall calculations to be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted made pursuant to §9.9(b§10.1-10.12 (and the defined terms relevant thereto, including, without limitation, those relating to "fixed charges" or "debt service"), any election to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made instead using the par value of such Ixxxxxxxxxxx.

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1Sections 10.8-9.8 10.19 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”charges or "debt service"), references to Indebtedness Debt or liabilities of the Borrower Obligors shall mean Indebtedness Debt or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerObligors, plus (but without double-counting): (i) all Indebtedness Debt or liabilities of the Operating Subsidiaries, MCRC the Subsidiary Guarantors and any other whollyWholly-owned Owned Subsidiary (excluding any such Indebtedness Debt or liabilities owed to the Borrower Obligors or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Subsidiary Guarantor), (ii) all Indebtedness Debt or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness Debt or liability is Recourse to any of the Borrower, MCRC Obligors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness Debt or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness Debt or liability allocable to any of the Borrower, MCRC Obligors or their respective Subsidiaries without double countingSubsidiaries, if the Debt or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 Sections 10.8 through 10.19 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC an Obligor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by an Obligor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Obligors' pro forma projections for such acquired property, on a basis consistent with Article 11 of Regulation S-X under the Securities Act, if such property has been owned by an Obligor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by an Obligor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of Sections 10.8 through 10.19 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Obligors from unconsolidated Subsidiaries of MCRC, the Borrower Obligors and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC the Guarantors or their respective Subsidiaries without double counting. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), (ii) to include the pro forma results of any Real Estate acquired by the Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrower’s pro forma projections for such acquired property, subject to the Administrative Agent’s reasonable approval, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by the Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only) and (iiiii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - — 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) belowDate, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum (as such term is defined in §9.6 hereof) shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC a Guarantor or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 ss.ss. 9.1 9.10 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”"debt service"), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRCany Guarantor; provided that, as to MCRCCRC, MCRC CRC has a corresponding Indebtedness or liability to the such Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s 's acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double counting. (b) For purposes of §§9.1ss.ss.9.1-9.8 9.10 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted adjusted (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), (ii) to include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers' pro forma projections for such acquired property, subject to the Agent's reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only) and (iiiii) to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRCCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the BorrowerBorrowers. (c) For purposes of §§9.1 ss.ss.9.1 - 9.8 9.10 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a material change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent Lenders and the Borrower Representative shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.110.1-9.8 10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “"fixed charges”" or "debt service"), references to Indebtedness or liabilities of the Borrower Borrowers shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC the Guarantors and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower Borrowers or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Guarantor), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability (or a portion thereof) is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double countingSubsidiaries, if the Indebtedness or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 10 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers' pro forma projections for such acquired property, subject to the Administrative Agent's reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall calculations to be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted made pursuant to §9.9(b§10.1-10.12 (and the defined terms relevant thereto, including, without limitation, those relating to "fixed charges" or "debt service"), any election to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made instead using the par value of such Ixxxxxxxxxxx.

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower), (ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC or their respective Subsidiaries without double counting. (b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), and (ii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum (as such term is defined in §9.6 hereof) shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

Covenant Calculations. (a) For purposes of the calculations to be made pursuant to §§9.110.1-9.8 10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges” or “debt service”), references to Indebtedness or liabilities of the Borrower Borrowers shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the BorrowerBorrowers, plus (but without double-counting): (i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower Borrowers or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrowerany Guarantor), (ii) all Indebtedness or liabilities of each unconsolidated Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability (or a portion thereof) is Recourse to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and (iii) Indebtedness or liabilities of each unconsolidated Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to any of the BorrowerBorrowers, MCRC the Guarantors or their respective Subsidiaries without double countingSubsidiaries, if the Indebtedness or liability of such Partially-Owned Entity (or a portion thereof) is Without Recourse to such Person or its assets (other than its interest in such Partially-Owned Entity). (b) For purposes of §§9.1-9.8 10 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI EBITDA and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted to (i) to deduct the actual results of any Real Estate disposed of by the a Borrower, MCRC a Guarantor or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only)period, and (ii) include the pro forma results of any Real Estate acquired by a Borrower, a Guarantor or any of their respective Subsidiaries during the relevant fiscal period, with such pro forma results being calculated by (x) using the Borrowers’ pro forma projections for such acquired property, subject to the Administrative Agent’s reasonable approval, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for less than one complete fiscal quarter or (y) using the actual results for such acquired property and adjusting such results for the appropriate period of time required by the applicable financial covenant, if such property has been owned by a Borrower, a Guarantor or any of their respective Subsidiaries for at least one complete fiscal quarter. (c) For purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined terms and calculations using such term) shall be adjusted, to the extent applicable, to include the pro rata share of results attributable to the Borrower Borrowers from unconsolidated Subsidiaries of MCRC, the Borrower Borrowers and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower. (c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date. (d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall calculations to be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted made pursuant to §9.9(b§10.1-10.12 (and the defined terms relevant thereto, including, without limitation, those relating to “fixed charges” or “debt service”), (i) any election to measure an item of Indebtedness using fair value (as permitted by FASB ASC 800-00-00 (formerly known as Statement of Financial Accounting Standards No. 159) or any similar accounting standard) shall be disregarded and such determination shall be made instead using the par value of such Indebtedness; and (ii) any change in leasing guidance regarding accounting for operating leases (as required by FASB ASU 2016-02, Leases (Topic 42) shall be disregarded.