Common use of Non-Recourse Indebtedness Clause in Contracts

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Non‑Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of the Parent Borrower, the Guarantors, their its Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than an Eligible Real Estate Asset) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors Parent Borrower or their its Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries a Subsidiary of Parent Company Borrower that is not a Subsidiary Borrower or of an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrowers and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such Real Estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect theretoRevolving Credit Notes, Swing Notes and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessTerm Notes.

Non-Recourse Indebtedness. Indebtedness of the Guarantor, Parent Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Parent Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Parent Borrower that is not a Subsidiary Credit Party or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrowers and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessRevolving Credit Notes.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness). Notes. See §2.2.

Non-Recourse Indebtedness. Indebtedness of the REIT, Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors Borrower or their its Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Borrower that is not a Subsidiary Guarantor or more Subsidiaries of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is Revolving Credit Notes and the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessSwing Loan Note.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such Real Estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness). Notes. See §2.3.

Non-Recourse Indebtedness. Indebtedness of the Parent Borrower, the Guarantors, their its Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than an Eligible Real Estate Asset) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors Parent Borrower or their its Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries a Subsidiary of Parent Company Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Parent Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their its Subsidiaries or an a Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than a Mortgaged Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors Borrower or their its Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Borrower that is not a Guarantor or more Subsidiaries of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, Borrower and the Guarantors or their respective Subsidiaries, (iv) such Indebtedness and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries Borrower or an Unconsolidated Affiliate a Subsidiary which is secured by one or more parcels of Real Estate (other than Borrowing Base Property) or interests therein or equipment and which Short-term Investments and is not a general obligation of the REIT, the Borrower, such Guarantor, such any Subsidiary or Unconsolidated Affiliateany Nominee, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, Estate securing such Indebtedness, the leases Building and Leases thereon and the rentsrents and profits thereof and the Short-term Investments securing such Indebtedness; provided, profits and equity thereof or equipmenthowever, as applicable (except for that the holder of such Indebtedness may have recourse against the general credit of the BorrowerREIT, the Guarantors Borrower or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: such Subsidiary (i) with respect to claims based on fraud, intentional misrepresentation, misapplication of funds, intentional mismanagement or waste, failure to comply with legal requirements necessary to maintain the tax-exemption on the interest on such Indebtedness is recourse solely (if applicable) or failure to pay transfer fees and charges due to the lender in connection with any sale or other transfer of the Real Estate subject to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim)Indebtedness, (ii) neither with respect to claims arising from the SPE Subsidiary nor presence of Hazardous Substances on the SPE Guarantor are the Borrower, a Guarantor or the owner parcels of any direct or indirect interest in a GuarantorReal Estate securing such Indebtedness, (iii) with respect to reimbursement for payments of real estate taxes, assessments and premiums for insurance on the Real Estate subject to such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective SubsidiariesIndebtedness, (iv) with respect to any loss by fire or casualty to the extent not compensated by insurance proceeds, (v) with respect to any premium required to be paid on tax-exempt Non-recourse Indebtedness in the event that it shall become subject to taxation and (vi) with respect to additional expenses and liabilities related to the Real Estate securing such Indebtedness does in an aggregate amount that shall not constitute exceed in the case of any single issue of such Indebtedness the sum of $200,000; and provided, further, that such Indebtedness may be secured or supported by (a) a replacement reserve fund in an amount not to exceed the product of $300 times the number of units of housing in the projects financed by such Indebtedness or (b) if such Indebtedness is tax-exempt, a debt service reserve fund in an amount not exceeding federal tax guidelines; and provided, further, that Indebtedness of any other Person (other than Special Purpose Subsidiary shall be considered Non-recourse Indebtedness hereunder even if such Indebtedness shall constitute a general obligation of such Special Purpose Subsidiary so long as the SPE only asset of such Special Purpose Subsidiary which is the borrower thereunder or the SPE Guarantor which Real Estate financed by such Indebtedness and there is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral no recourse for such Indebtedness are to the assets owned by REIT or the SPE Subsidiaries incurring such IndebtednessBorrower.

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their its Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than an Unencumbered Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests thereintherein or equipment, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors Borrower or their its Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of reasonably anticipated liability with respect to any Non-Recourse Exclusions which are the subject of a claim claim, as such amount may be approved by Agent, shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Borrower that is not a Subsidiary Guarantor or more Subsidiaries of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors Borrower or their respective Subsidiaries, (iv) such Indebtedness any Guarantor and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is Revolving Credit Notes and the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessSwing Loan Note.

Non-Recourse Indebtedness. Indebtedness of the Guarantors, Parent Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate a Non-Wholly Owned Subsidiary which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment fixed or capital assets and which is not a general obligation of the Borrower, such Guarantor, Parent Borrower or such Subsidiary or Unconsolidated AffiliateNon-Wholly Owned Subsidiary, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipmentthe fixed or capital assets, as applicable (except for recourse against the general credit of Guarantors, the Parent Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate a Non-Wholly Owned Subsidiary for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Parent Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries a Subsidiary of Parent Company Guarantor that is not a Subsidiary Borrower or a Non-Wholly Owned Subsidiary which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary or Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of Wholly Owned Subsidiary (or any holding company or other entity which owns such claimspecial purpose entity), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, Borrowers (to the Guarantors or their respective Subsidiaries, (ivextent the same would trigger full recourse liability) such Indebtedness and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Non-Wholly Owned Subsidiary which is the borrower thereunder thereunder, or the SPE Guarantor any holding company or other entity which is the guarantor thereunder) (except for guaranties of customary owns such special purpose entity). Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessU.S. Lender. See §4.4(c).

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Pool Property) or interests therein or equipment and which is not a general obligation of the Borrower, such REIT Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of the REIT Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower's reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessRevolving Credit Notes.

Non-Recourse Indebtedness. With respect to a Person, Indebtedness in respect of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which recourse for payment is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder contractually limited to specific assets of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, Person encumbered by a Lien securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any ; provided such contractual limitation to specific assets may include Non-Recourse Exclusions), ; and provided further that in calculating the amount of any claims with respect to such contractual limitations shall not be Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Borrower that is not a Subsidiary Guarantor or more Subsidiaries an Unencumbered Property Subsidiary (or an owner of Parent Company that an interest in any Subsidiary Guarantor or Unencumbered Property Subsidiary) or of an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors any Guarantor or their respective Subsidiaries, (iv) such Indebtedness any Unencumbered Property Subsidiary and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is Revolving Credit Notes, the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect theretoTerm Loan A Notes, the Term Loan B Notes, the Swing Loan Note, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessBid Loan Notes.

Non-Recourse Indebtedness. Indebtedness of the Borrower, the GuarantorsBorrower or Parent Guarantor, their Subsidiaries respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Parent Guarantor, or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Non- Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Borrower or more Subsidiaries of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the Guarantor, Parent Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Parent Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Parent Borrower that is not a Subsidiary Credit Party or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrowers and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the BorrowerParent JV Guarantor, the GuarantorsBorrower, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Parent JV Guarantor, the Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the BorrowerParent JV Guarantor, the Guarantors Borrower or their Subsidiaries such Subsidiary or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of the Borrower that is not a Subsidiary Guarantor or more Subsidiaries of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the BorrowerParent JV Guarantor, the Guarantors Borrower or their respective Subsidiaries, (iv) such Indebtedness any Subsidiary Guarantor and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is Revolving Credit Notes and the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessSwing Loan Note.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate non wholly owned Affiliates of any such Person, which is secured by one or more parcels of Real Estate (other than a Pool Property) or interests therein or equipment and which is not a general obligation of the Borrower, such REIT Guarantor, Borrower or such Subsidiary or Unconsolidated non wholly owned Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of the REIT Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that a non wholly owned subsidiary which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor non wholly owned Affiliate , if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or non wholly owned Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim),, (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of any Borrower or a Subsidiary for which the Borrowerobligor thereunder (which may include the direct obligor and, the Guarantorsin addition, their Subsidiaries any other Borrower or an Unconsolidated Affiliate which Subsidiary whose Non-recourse Indebtedness is secured by one cross-guaranteed or more parcels of cross-collateralized with such Indebtedness as permitted under Section 8.11) is not liable or obligated other than as to its interest in designated Real Estate or interests therein or equipment another specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such Indebtedness as are usual and which is not a general obligation customary in like transactions involving institutional lenders at the time of the Borrowerincurrence of such Indebtedness, such Guarantoras fraud, fraudulent conveyance, intentional misrepresentation, misappropriation of funds or other property, misapplication of funds (including without limitation rents, profits, tenant deposits or insurance or condemnation proceeds), mismanagement or waste, tax, ERISA, environmental and other regulatory law indemnities, nonpayment of utilities, operations and maintenance expenses and obligations secured by statutory liens, failure to comply with legal requirements necessary to maintain the tax-exemption on the interest on such Subsidiary Indebtedness (if applicable), failure to insure or Unconsolidated Affiliate, failure to pay transfer fees and charges due to the lender in connection with any sale or other transfer of the Real Estate subject to such Indebtedness and any fees and expenses (and interest thereon) of the holder of such Indebtedness having in connection with the enforcement of such recourse solely to the parcels obligations; PROVIDED, HOWEVER, that Indebtedness of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Special Purpose Subsidiary shall be considered Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse hereunder even if such Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness a general obligation of one or more Subsidiaries such Special Purpose Subsidiary so long as the only asset of Parent Company that such Special Purpose Subsidiary is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees Real Estate financed by such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that there is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral no recourse for such Indebtedness are to any Obligor, except as provided above in this definition. Notwithstanding the assets owned by foregoing, the SPE Subsidiaries incurring Agents and the Lenders agree that, notwithstanding any of the terms of this definition to the contrary (but subject to the provisos stated in Section 8.1(f)), the Indebtedness under the PMCC Loan Agreement shall constitute Non-recourse Indebtedness for the purpose of this Agreement; PROVIDED, that such agreement of the Agents and the Lenders shall not apply to any Indebtedness other than the Indebtedness under the PMCC Loan Agreement and shall be without prejudice to the acceptability or nonacceptability of any recourse provisions with respect to any other Indebtedness.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Parent Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such REIT Guarantor, Parent Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Parent Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of REIT Guarantor or more Subsidiaries Parent Borrower that is not a Subsidiary Credit Party or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrowers and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness).

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or thereunder). Notes. Collectively, the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such IndebtednessRevolving Credit Notes.

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment (other than a Mortgaged Property, any interest therein or equipment relating thereto) and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the is a Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the a Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness. QTLP Subordinate Note. The promissory note dated October 23, 2009 payable by QTLP to the order of Xxxx X. Xxxxxxxx and QT Group in the outstanding principal amount of $27,771,608.58 as of April 30, 2013, which evidences QTLP Subordinate Debt. Unhedged Variable Rate Debt. Any Indebtedness with respect to which the interest rate is not fixed or capped (or hedged to a fixed or capped rate) for the entire term of such Indebtedness to maturity; provided, however, that for the period from May 1, 2013 through December 31, 2013, the existing interest rate swap Derivatives Contracts of QTLP and its Subsidiary Guarantors under (and as defined in) the Corporate Credit Agreement for a notional amount of $150,000,000 expiring on September 28, 2014, shall qualify as an effective fixed rate hedge of $150,000,000 of the Loans under (and as defined in) the Corporate Credit Agreement notwithstanding that the term of such Derivatives Contracts is not for the entire term of such Loans.

Non-Recourse Indebtedness. Indebtedness of the Pledgor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the BorrowerPledgor, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such real estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Pledgor or more Subsidiaries Borrower that is not a Credit Party or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness). Notes. See §2.3.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, the Guarantorstheir respective Subsidiaries, their Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than a Collateral Property) or interests therein or equipment equipment, and which is not a general obligation of the Borrower, such Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the such parcels of Real Estate, or interests therein, securing such IndebtednessIndebtedness or the direct owner of such Real Estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount of any Non-Recourse Exclusions which are the subject of a claim and action shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one a Subsidiary of Guarantor or more Subsidiaries Borrower that is not a Subsidiary Guarantor or of Parent Company that an Unconsolidated Affiliate which is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary andor Unconsolidated Affiliate, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness which is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness Borrower and which does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary or Unconsolidated Affiliate which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness). Notes. See §2.2.