“Recourse Indebtedness” means any Indebtedness other than Non-Recourse Indebtedness.

Liens securing Non-Recourse Indebtedness and Refinancing Non-Recourse Indebtedness of Holdings, the Borrower or any Restricted Subsidiary; provided, that such Liens apply only to # the property financed, constructed or improved out of the net proceeds of suchthe Non-Recourse Indebtedness within 365 days after the incurrence of suchthe Non-Recourse Indebtedness, and, including for the avoidance of doubt, assets directly related thereto or derived therefrom or other property of Holdings, the Borrower or any Restricted Subsidiary financed pursuant to the Credit Facility of such person under which the Non-Recourse Indebtedness or Refinancing Non-Recourse Indebtedness was incurred, or # licenses, permits, authorizations, consent forms or contracts related to the acquisition, development, use or improvement of such property;

Acquired Debt of Subsidiaries, so long as such Debt is not guaranteed by, or otherwise of recourse to, the [[Organization A:Organization]];

Recourse; Payments of Non-Formula Amount; Maturity. Advances and the other Obligations shall be with full recourse against [[Organization A:Organization]]. On the 30th day of each April, July, October, and January, [[Organization A:Organization]] will make a principal reduction payment on the Advances, each in the amount of $125,000, plus all accrued but unpaid Finance Charge thereon. On the Maturity Date, the [[Organization A:Organization]] will pay all then outstanding Advances and other Obligations to the [[Organization B:Organization]] or such earlier date as shall be herein provided.

Recourse to Borrower. Notwithstanding anything to the contrary set forth in the Loan Documents, including without limitation this Section 9.3, the Loan shall be fully recourse to each Borrower.

Springing Recourse Event. Notwithstanding anything to the contrary in this Agreement, the Note or any of the other Loan Documents, # neither the Agent nor the Lender shall be deemed to have waived any right which the Agent or the Lender may have under [Section 506(a), 506(b), 1111(b)])])] or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Obligations secured by any Mortgage or to require that all collateral shall continue to secure all of the Obligations in accordance with the Loan Documents, and # notwithstanding that the Loan is fully recourse to each Borrower, the Debt shall also be fully recourse to each Guarantor pursuant to the terms of the Guaranty of Recourse Obligations # in the event of: # any Borrower Party filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # the filing of an involuntary petition against any Borrower Party under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law if and only if any Borrower Related Person solicited, acted in concert with, colluded with, conspired with or otherwise assisted the petitioning creditors in connection with such involuntary petition; # any Borrower Related Person consenting to, acquiescing in, or otherwise joining in any involuntary petition filed against any Borrower Party by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # any Borrower Related Person making, consenting to, otherwise joining in or soliciting, colluding, conspiring or acting in concert with any others in furtherance of an application for the appointment of a custodian, liquidator, receiver or trustee for any Borrower Party or any portion of any Property; # any Borrower Party making an assignment for the benefit of creditors; or # any Borrower Party admitting in writing in any legal proceeding its insolvency or inability to pay its debts as they become due; # in the event of a breach of the covenant set forth in [Section 4.1.31] hereof; # if any Borrower Party fails to obtain the Agent’s prior written consent to # any Indebtedness of any Borrower for borrowed money in violation of this Agreement or # any Lien encumbering any Property or the Collateral or any indirect interest (of any form of ownership) in any Property, the Collateral or any Borrower (other than Permitted Encumbrances) if such Lien was filed by, or such filing was affirmatively approved or acquiesced to by, a Borrower Related Person; # other than a Permitted Transfer, the occurrence, without the prior written consent of the Agent, of # any Transfer of all or any portion of any Property (or any interest therein), # any Transfer of all or any portion of the Collateral (or any interest therein), # any Transfer of any direct or indirect interest in any Borrower, # any Change of Control and/or # without limitation of the [foregoing clauses (A), (B), (C) or (D)])])])], a Sale or Pledge of any Property (or any interest therein), the Collateral (or any interest therein) or any direct or indirect interest in any Borrower in order to obtain additional financing for any Borrower Related Person; or # if any Borrower Related Person interferes with or hinders the prosecution of any enforcement action or the exercise of rights or remedies by the Agent or the Lender under any Loan Document, or seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense against the Agent or the Lender or any right in connection with any security for the Loan.

“Excluded Debt” means # any Debt of any Regulated Subsidiary of the Borrower; # project financings incurred by Subsidiaries of the Borrower which are # Non-recourse Debt and # not issued in connection with the Acquisition to finance all or any portion of the Acquisition or to refinance any of the Loans or any other interim financing (other than the Loans) borrowed or issued to finance all or any portion of the Acquisition; and # Debt with an aggregate principal amount not to exceed $500 million, other than the Loans.

“Customary Non-Recourse Carve-Outs” means, with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud, misrepresentation, misapplication of funds, waste, environmental claims, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional [[Loan Parties:Organization]] from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

Parallel Debt. For the purposes of ensuring the validity and enforceability of any security rights governed by Dutch law,

Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt (other than conversions into equity), except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or # amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank.