Common use of Non-Recourse Indebtedness Clause in Contracts

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective 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 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 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 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, its Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered PropertyEligible Real Estate Asset) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent Borrower or 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 a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Borrower or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, the Borrower, the Guarantors, their respective Subsidiaries, 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 Indebtedness or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon 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 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 a Subsidiary one or more Subsidiaries of Guarantor or Borrower Parent Company 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 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 Unconsolidated Affiliatethe owner of any direct or indirect interest in a Guarantor, which (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower and which Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness 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). Notes. Collectively) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the Revolving Credit Notes, Swing Notes extent of the amount of such claim) and Term Notes(v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, the Borrower, the Guarantors, their respective Subsidiaries, 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 Indebtedness or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon 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 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 a Subsidiary one or more Subsidiaries of Guarantor or Borrower Parent Company 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 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 Unconsolidated Affiliatethe owner of any direct or indirect interest in a Guarantor, which (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower and which Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness 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). Notes. Collectively) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the Revolving Credit Notes, Swing Notes extent of the amount of such claim) and Term Notes(v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Credit Party or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, the Borrower, their respective Subsidiaries, its Subsidiaries or an a Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Mortgaged Property) or interests therein or equipment and which is not a general obligation of 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 Indebtedness or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Borrower or 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 a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and the Guarantors and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, their respective 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 an Unencumbered a Pool Property) or interests therein or equipment and which is not a general obligation of the 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 Indebtedness or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of the REIT Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate a non wholly owned subsidiary which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliatenon wholly owned Affiliate , which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated non wholly owned Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, its Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered PropertyEligible Real Estate Asset) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent Borrower or 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 a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Parent Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective 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 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 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 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term NotesSee §2.3.

Non-Recourse Indebtedness. Indebtedness of REIT GuarantorREIT, Borrower, their respective Subsidiaries, Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Borrower or 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesthe Swing Loan Note.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective 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 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term NotesSee §2.2.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, the Borrower, the Guarantors, their respective Subsidiaries, 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 Indebtedness or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon 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 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 a Subsidiary one or more Subsidiaries of Guarantor or Borrower Parent Company 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 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 Unconsolidated Affiliatethe owner of any direct or indirect interest in a Guarantor, which (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower and which Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness 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). Notes. Collectively) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the Revolving Credit Notes, Swing Notes extent of the amount of such claim) and Term Notes(v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, the Borrower or an Unconsolidated Affiliate of any such Person, a Subsidiary which is secured by one or more parcels of Real Estate (other than an Unencumbered Borrowing Base Property) or interests therein or equipment and which Short-term Investments and is not a general obligation of Guarantorthe REIT, Borrower or such the Borrower, 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 or the direct owner of such Real EstateIndebtedness, 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 Person obligated thereon REIT, the Borrower or 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 (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 Indebtedness, (ii) with respect to claims arising from the presence of Hazardous Substances on the parcels of Real 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, (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 Exclusions), provided 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 in calculating an aggregate amount that shall not exceed in the amount of Non-Recourse Indebtedness at any time, the Borrower’s reasonable estimate of the amount case of any Non-Recourse Exclusions which are single issue of such Indebtedness the subject sum of $200,000; and provided, further, that such Indebtedness may be secured or supported by (a) a claim and action shall replacement reserve fund in an amount not be included to exceed the product of $300 times the number of units of housing in the Nonprojects financed by such Indebtedness or (b) if such Indebtedness is tax-Recourse Indebtedness but shall constitute Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of exempt, a Subsidiary of Guarantor or Borrower debt service reserve fund in an amount not exceeding federal tax guidelines; and provided, further, that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute 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 or Unconsolidated Affiliate which so long as the only asset of such Special Purpose Subsidiary is the borrower thereunder). Notes. Collectively, Real Estate financed by such Indebtedness and there is no recourse for such Indebtedness to the Revolving Credit Notes, Swing Notes and Term NotesREIT or the Borrower.

Non-Recourse Indebtedness. Indebtedness of REIT Borrower or Parent Guarantor, Borrower, their respective 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 Borrower, Parent 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT the Parent JV Guarantor, the Borrower, their respective Subsidiaries, Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of the 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 Indebtedness or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent JV Guarantor, the Borrower or such Subsidiary or 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or the Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Parent JV Guarantor, the Borrower or any Subsidiary Guarantor and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesthe Swing Loan Note.

Non-Recourse Indebtedness. Indebtedness of REIT GuarantorGuarantors, Parent Borrower, their respective Subsidiaries, Subsidiaries or an Unconsolidated Affiliate of any such Person, a Non-Wholly Owned Subsidiary which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment fixed or capital assets and which is not a general obligation of 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 Indebtedness or the direct owner of such Real Estatereal 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 Person obligated thereon Parent Borrower, their Subsidiaries or 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Parent Guarantor or Borrower that is not a Subsidiary Guarantor Borrower or of an Unconsolidated Affiliate a Non-Wholly Owned Subsidiary which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated AffiliateNon-Wholly Owned Subsidiary (or any holding company or other entity which owns such special purpose entity), which is not cross-defaulted to other Indebtedness of the Borrower Borrowers (to the extent the same would trigger full recourse liability) and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate Non-Wholly Owned Subsidiary which is the borrower thereunder, or any holding company or other entity which owns such special purpose entity). NotesNon-U.S. Lender. Collectively, the Revolving Credit Notes, Swing Notes and Term NotesSee §4.4(c).

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment equipment, and which is not a general obligation of 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 Indebtedness 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 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term NotesSee §2.2.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the Borrower’s '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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, its Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Mortgaged Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent Borrower or 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 a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Borrower or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesthe Swing Loan Note.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, BorrowerGuarantors, their respective Subsidiaries, 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 (other than a Mortgaged Property, any interest therein or equipment relating thereto) and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon 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 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 a Subsidiary one or more Subsidiaries of Guarantor or Borrower Parent Company 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 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 is a Borrower, a Guarantor or Unconsolidated Affiliatethe owner of any direct or indirect interest in a Guarantor, which (iii) such Indebtedness is not cross-defaulted to other Indebtedness of a Borrower, the Borrower and which Guarantors or their respective Subsidiaries, (iv) such Indebtedness 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. NotesQTLP Subordinate Note. CollectivelyThe promissory note dated October 23, 2009 payable by QTLP to the order of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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 Revolving existing interest rate swap Derivatives Contracts of QTLP and its Subsidiary Guarantors under (and as defined in) the Corporate Credit NotesAgreement for a notional amount of $150,000,000 expiring on September 28, Swing Notes 2014, shall qualify as an effective fixed rate hedge of $150,000,000 of the Loans under (and Term Notesas 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 REIT GuarantorPledgor, Borrower, their respective 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 GuarantorPledgor, 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor Pledgor or Borrower that is not a Subsidiary Guarantor Credit Party or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term NotesSee §2.3.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Credit Party or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Collateral Property) or interests therein or equipment and which is not a general obligation of 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 Indebtedness or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of REIT Guarantor or Parent Borrower that is not a Subsidiary Guarantor Credit Party or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, its Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered PropertyEligible Real Estate Asset) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent Borrower or 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 a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Borrower or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of the REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Pool Property) or interests therein or equipment and which is not a general obligation of the 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 Indebtedness or the direct owner of such Real Estatereal estate, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of the REIT Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, its 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 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Borrower or 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 reasonably anticipated liability with respect to any Non-Recourse Exclusions which are the subject of a claim and action claim, as such amount may be approved by Agent, shall not be included in the Non-Recourse Indebtedness but shall constitute Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower or any Guarantor and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesthe Swing Loan Note.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Parent Borrower, their respective Subsidiaries, its Subsidiaries or an Unconsolidated Affiliate of any such Person, which is secured by one or more parcels of Real Estate (other than an Unencumbered a Mortgaged Property) or interests therein or equipment and which is not a general obligation of 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 or the direct owner of such Real EstateIndebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Person obligated thereon Parent Borrower or 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 a Subsidiary of Guarantor or Parent Borrower that is not a Subsidiary Guarantor Borrower or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrowers and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantor, Borrower, their respective Subsidiaries, or an Unconsolidated Affiliate of any such With respect to a Person, Indebtedness in respect of which recourse for payment 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 Guarantor, Borrower or 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 or the direct owner of Indebtedness; provided 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 Person obligated thereon for any contractual limitation to specific assets may include Non-Recourse Exclusions), ; and provided further 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 claims with respect to such contractual limitations shall not be included in the Non-Recourse Indebtedness but shall constitute Recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or an Unencumbered Property Subsidiary (or an owner of an interest in any Subsidiary Guarantor or Unencumbered Property Subsidiary) or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower Borrower, any Guarantor or any Unencumbered Property Subsidiary and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, the Term Loan A Notes, the Term Loan B Notes, the Swing Notes Loan Note, and Term the Bid Loan Notes.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantorany Borrower or a Subsidiary for which the obligor thereunder (which may include the direct obligor and, Borrowerin addition, their respective Subsidiariesany other Borrower or Subsidiary whose Non-recourse Indebtedness is cross-guaranteed or 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 another specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such Indebtedness as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such Indebtedness, such as fraud, fraudulent conveyance, intentional misrepresentation, misappropriation of funds or an Unconsolidated Affiliate other property, misapplication of any such Personfunds (including without limitation rents, which is 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 one statutory liens, failure to comply with legal requirements necessary to maintain the tax-exemption on the interest on such Indebtedness (if applicable), failure to insure or more parcels 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 (other than an Unencumbered Propertyand interest thereon) or interests therein or equipment and which is not a general obligation of Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to in connection with the parcels of Real Estate, or interests therein, securing such Indebtedness or the direct owner enforcement of such Real Estaterecourse obligations; PROVIDED, the leases thereon and the rentsHOWEVER, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person 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 only asset of such Special Purpose Subsidiary is the Real Estate financed by such Indebtedness and there is no recourse for such Indebtedness to any Obligor, except as provided above in this definition. Notwithstanding the foregoing, the 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 such Subsidiary the Indebtedness under the PMCC Loan Agreement and shall be without prejudice to the acceptability or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesnonacceptability of any recourse provisions with respect to any other Indebtedness.

Non-Recourse Indebtedness. Indebtedness of REIT Guarantorany Borrower or a Subsidiary for which the obligor thereunder (which may include the direct obligor and, Borrowerin addition, their respective Subsidiariesany other Borrower or Subsidiary whose Non-recourse Indebtedness is cross-guaranteed or 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 another specifically identified asset only, subject to such limited exceptions to the non-recourse nature of such Indebtedness as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such Indebtedness, such as fraud, fraudulent conveyance, intentional misrepresentation, misappropriation of funds or an Unconsolidated Affiliate other property, misapplication of any such Personfunds (including without limitation rents, which is 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 one statutory liens, failure to comply with legal requirements necessary to maintain the tax-exemption on the interest on such Indebtedness (if applicable), failure to insure or more parcels 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 (other than an Unencumbered Propertyand interest thereon) or interests therein or equipment and which is not a general obligation of Guarantor, Borrower or such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to in connection with the parcels of Real Estate, or interests therein, securing such Indebtedness or the direct owner enforcement of such Real Estaterecourse obligations; PROVIDED, the leases thereon and the rentsHOWEVER, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the 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 Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Guarantor or Borrower that is not a Subsidiary Guarantor or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrower and which does not constitute Indebtedness of any other Person 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 only asset of such Special Purpose Subsidiary is the Real Estate financed by such Indebtedness and there is no recourse for such Indebtedness to any Obligor, except as provided above in this definition. Notwithstanding the foregoing, the Administrative Agent 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 Nonrecourse Indebtedness for the purpose of this Agreement; provided, that such agreement of the Administrative Agent and the Lenders shall not apply to any Indebtedness other than such Subsidiary the Indebtedness under the PMCC Loan Agreement and shall be without prejudice to the acceptability or Unconsolidated Affiliate which is the borrower thereunder). Notes. Collectively, the Revolving Credit Notes, Swing Notes and Term Notesnonacceptability of any recourse provisions with respect to any other Indebtedness.