recourse indebtedness, such as for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions, and
(2) excludes, any such indebtedness (or obligation referenced in clause (1) above) that has been the subject of an in substance defeasance in accordance with GAAP.
Intercompany Indebtedness means Indebtedness to which the only parties are any of the Operating Partnership and any
Consolidated Subsidiary; provided, however, that with respect to any such Indebtedness of which the Operating Partnership or any Guarantor is the borrower or issuer, such Indebtedness is subordinate in right of payment to the Notes.
Interest Expense means, for any period of time, the interest expense of, the Operating Partnership and its
Subsidiaries Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding: (i) interest reserves funded from the proceeds of any loan; (ii) amortization of deferred financing costs, including gains or
losses on early extinguishment of debt; (iii) prepayment penalties; (iv) non-cash swap ineffectiveness charges; and (v) any expenses resulting from the discounting of any indebtedness in
connection with the application of purchase accounting in connection with any acquisition; and including, without duplication, effective interest in respect of original issue discount as determined in accordance with GAAP.
Reporting Date means each fiscal quarter covered in the Operating Partnerships annual or quarterly report most
recently furnished to Holders of the Notes or filed with the Commission, as the case may be.
Secured Debt means, as of
any date, that portion of principal amount of outstanding Indebtedness, excluding Intercompany Indebtedness, of the Operating Partnership and its Consolidated Subsidiaries as of that date that is secured by a mortgage, trust deed, deed of trust,
deeds to secure Indebtedness, pledge, security interest, assignment for collateral purposes, deposit arrangement, or other security agreement, excluding any right of setoff but including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any other like agreement granting or conveying a security interest.
Subsidiary means (1) any corporation at least a majority of the total voting power of whose outstanding Voting Stock
is owned, directly or indirectly, at the date of determination by the Operating Partnership and/or one or more other Subsidiaries, and (2) any other Person in which the Operating Partnership, and/or one or more other Subsidiaries, directly or
indirectly, at the date of determination, (x) owns at least a majority of the outstanding ownership interests or (y) has the power to elect or direct the election of, or to appoint or approve the appointment of, at least a majority of the
directors, trustees or managing members of, or other persons holding similar positions with, such Person.
Total Assets
means, as of any time, the sum of, without duplication, Undepreciated Real Estate Assets and all other assets, excluding accounts receivable and non-real estate intangibles, of the Operating Partnership and
its Consolidated Subsidiaries, all determined in accordance with GAAP.
Total Unencumbered Assets means, as of any
time, the sum of, without duplication, those Undepreciated Real Estate Assets which are not subject to a lien securing Indebtedness and all other assets, excluding accounts receivable and non-real estate
intangibles, of the Operating Partnership and its Consolidated Subsidiaries not subject to a lien securing Indebtedness, all determined in accordance with GAAP; provided, however, that all investments by the Operating Partnership or
its Consolidated Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Total Unencumbered Assets to the extent that
such investments would have otherwise been included for the purposes of Section 2.1(c).
Treasury Rate means, with
respect to any redemption date, the yield determined by the Operating Partnership in accordance with the following two paragraphs.
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