Notwithstanding any other provision of this Agreement, the Loan Parties shall prohibit any Non-Guarantor Subsidiary from incurring any Indebtedness that is recourse to any Loan Party, other than Indebtedness in the form of customary non-recourse carve-outs for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to non-recourse provisions (including exceptions relating to bankruptcy, insolvency, receivership, non-approved transfers or other similar events).

“Consolidated Secured Recourse Indebtedness” means, at any time, the portion of Consolidated Secured Indebtedness that is not Non-Recourse Indebtedness.

that is Secured Debt that is recourse to the Parent and/or the Consolidated Entities (not including debt recourse to a single asset entity or customary recourse carve-outs relating to nonrecourse Secured Debt) except to the extent that the Parent and Combined Parties are in compliance with the financial covenants set forth in [[Sections 7.11(c) and (e)])]])] both before and after giving effect to the incurrence of such Secured Debt; provided that, upon such incurrence, the Loan Parties shall be deemed to have # reaffirmed the representations and warranties set forth in [Section 4.02(a)] herein and # made a representation that no Default or Event of Default is in existence prior to or will result from such incurrence.

Debt of any person means, without duplication, all of the following: # all Funded Debt; # net obligations under any Swap Agreement; # all Guarantees in respect of Debt of another Person; and # all Debt of the types referred to in [clauses [(a) through (c) above]] of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Debt is expressly made non-recourse to the Borrower or such Subsidiary. For purposes hereof, the amount of Debt shall be determined based on Swap Termination Value in the case of net obligations under any Swap Agreement under [clause (b)].

SECTION #... Non-Petition; Limited Recourse..................................................................101

Recourse Indebtedness. As of any date of determination, any Indebtedness (whether secured or unsecured) of a Person other than Non-Recourse Indebtedness.

obligor) and # in the case of an Unencumbered Property Subsidiary that indirectly owns all or any portion of an Unencumbered Eligible Property (an “Indirect Owner”), unsecured guaranties of Non-Recourse Indebtedness of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability for Customary Non-Recourse Carve-Outs); and

Limited Recourse Against Debtor. Notwithstanding any other provision of this Agreement, each of the parties hereto hereby agrees that any obligations of the Debtor under this Agreement are limited recourse obligations of the Debtor, payable solely from the Collateral in accordance with [[Sections 9.1(a) and 6.4]4]]4] of the Credit Agreement, and following realization of the Collateral, all obligations of the Debtor under this Agreement and any claims of a party hereto against the Debtor shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, general partner, manager, member, employee, stockholder or incorporator of the Debtor or its successors or assigns for any amounts payable under this Agreement. The provisions of this [Section 10(k)] shall survive the expiration or termination of this Agreement.

of results attributable to the Borrowers and their Subsidiaries from joint ventures and # Indebtedness and Funded Debt shall be calculated as follows: # if the Indebtedness of a joint venture is recourse to such Borrower (or Subsidiary), then the greater of # the amount of such Indebtedness or Funded Debt that is recourse to such Borrower (or Subsidiary), without duplication, or # the Borrower’s pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture and # if the Indebtedness of such joint venture is not recourse to such Borrower (or Subsidiary), then such Borrower’s (or Subsidiary’s) pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture. For purposes of this [Section 1.4], Indebtedness of a joint venture that is recourse to a Borrower or one of its Subsidiaries solely as a result of such Borrower (or Subsidiary) being a partner or member in such joint venture shall be treated as not recourse to such Borrower (or Subsidiary) as long as the only assets owned by such Borrower (or Subsidiary) are its equity interest in such joint venture and any contributed capital held to fund such equity interest.

Liens granted by APC on APC Excluded Assets to secure APC Non-Recourse Indebtedness;