Common use of Consolidated EBITDA Clause in Contracts

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”.

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to for so-called “straight-line rentrent accounting”) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such period. The , in each case adjusted to include the Borrower’s, the Trust’s, and ’s or any Subsidiary’s Pro Rata Share pro rata share of EBITDA (and the items comprising Consolidated EBITDA of EBITDA) from any Partially-Owned Entity will be included in Consolidated EBITDAsuch period, calculated based on its percentage ownership interest in a manner consistent with the above described treatment for such Partially-Owned Entity (or such other amount to which the Borrower, the Trust and their respective Subsidiaries”or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement).

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for For any applicable period, an amount equal to, for the REIT and its Subsidiaries on a consolidated basis (and without double-counting), the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) consolidated Net Income for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus adjusted by (x) the following adding thereto (i) to the extent actually deducted in computing such net determining said consolidated Net Income, Consolidated Interest Expense, minority interest and provision for income or loss taxes for such period: period (i) excluding, however, Consolidated Total Interest Expense and income taxes attributable to non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates of the REIT and any of its Subsidiaries), and (ii) the amount of all amortization of intangibles and depreciation that were deducted determining consolidated Net Income for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, and (iii) real estate depreciation any non-recurring non-cash charges in such period to the extent that (A) such non-cash charges do not give rise to a liability that would be required to be reflected on the consolidated balance sheet of the REIT (and amortization so long as no cash payments or cash expenses will be associated therewith (whether in the current period or for any future period)) and (B) the same were deducted in determining consolidated Net Income for such period, and (ivy) acquisition costs related subtracting therefrom, to the acquisition extent included in determining consolidated Net Income for such period, the amount of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141non-R which do not represent a recurring cash item in such period or in any future period and (v) other non-cash charges for gains during such period; and minus provided that Consolidated EBITDA shall be determined without giving effect to any extraordinary gains or losses (y) all gains including any taxes attributable to the sale any such extraordinary gains or other disposition losses) or gains or losses (including any taxes attributable to such gains or losses) from sales of assets other than from sales of inventory (excluding real property) in such periodthe ordinary course of business. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA shall be adjusted to include only the REIT’s or its Subsidiaries’ Equity Percentage of Consolidated EBITDA from any Partiallynon-Wholly-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust Subsidiary and their respective Subsidiaries”Unconsolidated Affiliate.

Consolidated EBITDA. In relation 1 If during the relevant period any Borrower or any Subsidiary shall have made any Permitted Acquisition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect to such Permitted Acquisition as if such Permitted Acquisition occurred on the Borrowerfirst day of such period. Credit Agreement B-3 1. Consolidated Net Income, provided that there shall be excluded from such Consolidated Net Income the Trust following: (i) all gains and all losses realized by Borrowers and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, upon the net income sale or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums other disposition (including, without limitation, pursuant to sale and leaseback transactions) of property or assets that are not sold or otherwise disposed of in the ordinary course of business, or pursuant to the sale of any prepayment capital stock held by any Borrower or makeany Subsidiary; and (ii) all items of gain or income that are properly classified as extraordinary in accordance with GAAP or are unusual or non-whole premiums recurring $ 2. Consolidated Interest Charges: The sum of: (a) all interest, premium payments, fees, charges and related expenses payable by Borrowers and their Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the prepayment deferred purchase price of the Senior Notes)assets, plus (x) the following in each case to the extent deducted treated as interest in computing accordance with GAAP, $ (b) the portion of rent payable by Borrowers and their Subsidiaries with respect to such net income period under Capital Leases that is treated as interest in accordance with GAAP, and $ (c) the portion of rent under any Synthetic Lease Obligation that would be treated as interest in accordance with GAAP if the Synthetic Lease Obligation were treated as a Capital Lease under GAAP. $ 3. The amount of Taxes, based on or loss measured by income, used or included in the determination of such Consolidated Net Income for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition $ 4. The amount of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for expense deducted in determining such periodConsolidated Net Income, (iv) acquisition costs related to the acquisition including any impairment of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to intangible/goodwill as defined under FAS 141-R which do not represent a recurring cash item in such period or in any future period 142 and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”.FAS 144: $

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to1. Consolidated Net Income $ 2. The sum of, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries duplication (i) total interest expense determined in accordance with GAAP (before minority interests including, to the extent deducted and excluding not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the adjustment issuance of rent Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to straightletters of credit or bankers’ acceptances, (c) non-line rentcash interest payments, (d) for the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such periodtotal interest expense, calculated without regard to gains or any losses on early retirement hedging obligations or other derivative instruments entered into for the purpose of debt hedging interest rate risk, net of interest income and gains on such hedging obligations, $ (ii) provision for taxes based on income, profits or debt restructuringcapital of the Borrower and the Restricted Subsidiaries, debt modification charges, and prepayment premiums (including, without limitation, federal, state, franchise and similar taxes (such as Delaware franchise tax, Pennsylvania capital tax or Texas margin tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any prepayment tax examinations $ (iii) depreciation and amortization expense (including amortization of intangible assets) $ (iv) non-cash expenses resulting from any employee benefit or makemanagement compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting $ (v) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) $ (vi) all extraordinary, non-whole premiums payable recurring or unusual charges $ (vii) costs and expenses in connection with store openings not to exceed $100,000 per each such store opening; provided that the prepayment aggregate amount of add backs made pursuant to this subsection (vii) when added to the aggregate amount of add backs made pursuant to subsections (ix) and (xix) below, shall not exceed an amount equal to 10% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this subsection (vii) or subsections (ix) or (xix) below) $ (viii) cash expenses and employee bonuses incurred in connection with, or in anticipation of, the Transaction $ (ix) cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, transaction fees and expenses, (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event, in each case, whether or not consummated), systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the Senior Notes)foregoing; provided that the aggregate amount of add backs made pursuant to this subsection (ix) when added to the aggregate amount of add backs made pursuant to subsection (vii) above and subsection (xix) below, plus shall not exceed an amount equal to 10% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this subsection (ix) or subsection (xix) below) $ (x) any losses (or minus any gains) realized upon the following to disposition of property outside of the extent deducted ordinary course of business $ (xi) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in computing such net income connection with any Investment, Permitted Acquisition or loss for such period: (i) Consolidated Total Interest Expense for such periodany sale, (ii) losses attributable to the sale conveyance, transfer or other disposition of assets permitted under this Agreement or debt restructurings (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related each case to the acquisition extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days of Real Estate Assets or such determination (with a deduction in the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days) $ (xii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied in writing by the applicable insurer and (vB) other in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption $ (xiii) management fees permitted under Section 7.08(d) of the Agreement $ (xiv) any non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s, the Trust’s, purchase accounting adjustment and any Subsidiary’s Pro Rata Share step-ups with respect to re-valuing assets and liabilities in connection with the Transaction or any Investment permitted under Section 7.02 of the items comprising Consolidated EBITDA of any PartiallyAgreement $ (xv) non-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust cash losses from Joint Ventures and their respective Subsidiaries”.non cash minority interest reductions $

Consolidated EBITDA. In relation (1) Consolidated Net Income for the Reference Period ending on the date of determination $ (2) Additions to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP Consolidated Net Income (before minority interests and excluding the adjustment of rent to straight-line rent) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss the calculation of Consolidated Net Income for such period: ), without duplication: (a) Interest expense and, to the extent not reflected in such interest expense, non- cash interest payments (including the capitalization of interest), premium payments (including payments with respect to any make-whole premiums), debt discount, fees, charges, commissions and related costs and expenses incurred in connection with borrowed money $ (b) Federal, state, local and other income taxes $ (c) Depreciation and amortization expense $ (d) Integration, restructuring and severance expenses and charges incurred during such period in connection with any Acquisition or asset disposition consummated no more than six months prior to the beginning of such period not to exceed ten percent of Consolidated EBITDA for such Reference Period (calculated without giving effect to clause (ii)(D) of the definition of Consolidated EBITDA)) $ (e) Any costs, fees and expenses (other than of the character of those described in clause (ii)(D) of the definition of Consolidated EBITDA) incurred in connection with any actual or proposed Acquisition, merger, joint venture, issuance of Capital Stock, issuance or prepayment of Indebtedness, disposition or investment not prohibited by this Agreement, in each case whether or not consummated (f) Noncash charges (including stock based compensation and any impairment charge or write-off or write-down of goodwill or other intangible assets) $ (g) Unusual and non-recurring losses $ (h) All losses during such period resulting from any Asset Disposition outside the ordinary course of business $ (i) Add Lines B(2)(a) through B(2)(h) $ (3) Net Income plus Additions: Add Lines B(1) and B(2)(i) $ (4) Reductions from Consolidated Total Interest Expense Net Income (to the extent included in the calculation of Consolidated Net Income for such period), without duplication: $ (iia) losses attributable to the sale Unusual and non-recurring gains or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization income for such period, period $ (ivb) acquisition costs related All gains during such period resulting from any Asset Disposition outside the ordinary course of business $ (c) Any cash disbursements during such period that relate to noncash charges included in the acquisition definition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior Consolidated EBITDA pursuant to FAS 141-R which do not represent a recurring cash item in clause (ii)(F) thereof during such period or in any future the twelve months preceding such period and $ (vd) other non-cash charges Any noncash gains for such period; and minus (y) all gains attributable period that represent the reversal of any accrual, or the reversal of any cash reserves, that relates to charges included in the sale or other disposition definition of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in pursuant to clause (ii)(D) or (ii)(F) thereof during such period or the twelve months preceding such period $ (e) Add Lines B(4)(a) through (d) above ($ ) (5) Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”.: Subtract Line B(4)(e) from Line B(3) $

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to for so-called “straight-line rentrent accounting”) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period period, and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such period. The , in each case adjusted to include the Borrower’s, the Trust’s, and ’s or any Subsidiary’s Pro Rata Share pro rata share of EBITDA (and the items comprising Consolidated EBITDA of EBITDA) from any Partially-Owned Entity will be included in Consolidated EBITDAsuch period, calculated based on its percentage ownership interest in a manner consistent with the above described treatment for such Partially-Owned Entity (or such other amount to which the Borrower, the Trust and their respective Subsidiaries”or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement).

Consolidated EBITDA. In relation to On the Borrowerdate of determination, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, to (as applicable) the following amounts for each Person of the Consolidated Group for such period determined on a Consolidated basis (without double-counting, the duplication): (a) net income (or loss of the Borrowerloss) including noncontrolling interests on a Consolidated basis, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) for such periodGAAP, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment exclusive of the Senior Notes), plus following (x) the following but only to the extent deducted included in computing determination of such net income or loss for such period: (loss)): (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) extraordinary or nonrecurring gains and losses, including gains or losses associated with the sale of operating properties and charges associated with any write‐off of development expenses; (v) other non‐cash items to the extent not actually paid as a cash expense, including non‐cash losses or gains associated with (A) the grant of equity interests to employees, officers and directors, (B) hedging activities, (C) impairment of goodwill and (D) one‐time accounting adjustments; (vi) charges (including any premiums or make‐whole amounts) associated with any prepayment, redemption or repurchase of indebtedness or early retirement of preferred stock; (vii) costs in connection with acquisitions, including non‐capitalized costs incurred in connection with acquisitions that fail to close; (viii) rental income associated with any Tenant under a Material Commercial Lease, which is not a Credit Lease, for the period of time (A) that the Tenant under such periodMaterial Commercial Lease (X) has vacated their leased premises or (B) following the 90th day of such Tenant’s default under their Material Commercial Lease, for so long thereafter as such default is not cured; and (ix) rental income associated with any tenant under a Material Commercial Lease that filed for bankruptcy; provided, however, that, rental income for any newly executed Material Commercial Lease that is replacing a bankrupt tenant under a Material Commercial Lease or a Material Commercial Lease for a previously vacant space shall be included on a proforma annualized basis until such time as a historical six (6) months of actual rental income has been established; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates and their Subsidiaries as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include such Person’s Equity Percentage of net income (or loss) from such Unconsolidated Affiliates plus such Person’s Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) acquisition closing costs related for acquisitions permitted under the Loan Documents and extraordinary or non‐recurring gains and losses (including gains and losses on the sale of assets) and income and expense allocated to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period minority owners; and (v) other non-cash charges for such period; and minus (y) all gains attributable non‐cash items to the sale or other disposition extent not actually paid as a cash expense, in each case, from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share intangibles pursuant to Statement of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”Financial Accounting Standards number 141.

Consolidated EBITDA. In relation 1. Consolidated EBITDA for such period: (a) Consolidated Net Income for such period: Plus, without duplication and to the Borrower, the Trust extent already deducted (and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined not added back) in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) arriving at such Consolidated Net Income for such period, calculated without regard as determined on a Consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP (b) Depreciation and amortization expense for such period: (c) Provisions for Taxes during such period: (d) Consolidated Interest Expense and non-cash or deferred interest financing costs for such period: (e) Compensation expense incurred during such period with respect to gains the issuance of up to 2,710,000 shares of common stock pursuant to Section 5.31 of the Merger Agreement: (f) Non-cash compensation expense incurred during such period including any such expenses related to the issuance of Capital Stock in connection therewith: (g) Costs and expenses incurred during such period in connection with entering into the Loan Documents and any amendments required under the First Lien Loan Documents relating thereto 3: (h) Expenses or losses on early retirement charges incurred during such period in connection with any issuance of debt Indebtedness or debt restructuring, debt modification charges, and prepayment premiums any amendment of any instrument governing any Indebtedness4: (i) Unusual or nonrecurring non-cash expenses or charges for such period (including, without limitation, any prepayment whether or make-whole premiums payable not otherwise includable as a separate item in connection with the prepayment statement of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense Net Income for such period, (ii) non-cash losses attributable to the sale or other disposition on sales of assets or debt restructurings outside the ordinary course of business): 3 Amount may not exceed $6,000,000 in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition aggregate during the term of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do Credit Agreement. 4 Amount may not represent a recurring cash item in such period or exceed $500,000 in any future period and Fiscal Quarter. (vj) other nonNon-cash charges for such period; period relating to the accretion of debt discount and minus amortization of warrants and changes in derivative liabilities: (yk) all gains Other non-cash charges during such period5: (l) Losses or charges for such period associated with the writedowns or impairment of assets or intangibles (including writedowns of goodwill or other assets pursuant to FASB 142 and 144, writedowns relating to discontinued operations pursuant to FASB 144 and charges pursuant to FASB 141): (m) Consolidated EBITDA (if negative) attributable to any property that is the sale subject of a Material Disposition during such period: (n) Amounts paid or other disposition owing during such period to consultants pursuant to engagement letters approved in writing by the Initial Lender: Minus, without duplication and to the extent included in arriving at such Consolidated Net Income for such period (o) Interest income for such period: (p) Unusual or nonrecurring non-cash gains increasing Consolidated Net Income for such period (including whether or not includable as a separate item in the Statement of Consolidated Net Income for such period, non-cash gain on sales of assets outside the ordinary course of business): (q) Income tax credits for such period to the extent not netted from provisions for Taxes: (r) Any other non-cash gains increasing Consolidated Net Income during such period6: (s) Any cash payment made during such period in respect of items in Lines (i), (j) or (k) subsequent to the Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income for such period: 5 Amount may not exceed $500,000 in any Fiscal Quarter. The Borrower’s, the Trust’s, and 6 Amount may not exceed $500,000 in any Subsidiary’s Pro Rata Share of the items comprising Fiscal Quarter. 2. Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrowerprior three quarters: 3. Consolidated EBITDA for the prior four Fiscal Quarters [The sum of (a) through (n), minus the Trust and their respective Subsidiaries”.sum of (o) through (s), plus Line A2]:

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to1. Consolidated Net Income $ 2. The sum of, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries duplication (i) total interest expense determined in accordance with GAAP (before minority interests including, to the extent deducted and excluding not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the adjustment issuance of rent Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to straightletters of credit or bankers’ acceptances, (c) non-line rentcash interest payments, (d) for the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such periodtotal interest expense, calculated without regard to gains or any losses on early retirement hedging obligations or other derivative instruments entered into for the purpose of debt hedging interest rate risk, net of interest income and gains on such hedging obligations, $ (ii) provision for taxes based on income, profits or debt restructuringcapital of the Borrower and the Restricted Subsidiaries, debt modification charges, and prepayment premiums (including, without limitation, federal, state, franchise and similar taxes (such as Delaware franchise tax, Pennsylvania capital tax or Texas margin tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any prepayment tax examinations $ (iii) depreciation and amortization expense (including amortization of intangible assets) $ (iv) non-cash expenses resulting from any employee benefit or makemanagement compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting $ (v) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) $ (vi) all extraordinary, non-whole premiums payable recurring or unusual charges $ (vii) costs and expenses in connection with store openings; provided that the prepayment aggregate amount of add backs made pursuant to this subsection (vii) when added to the aggregate amount of add backs made pursuant to subsections (ix), (xix) and (xxi) below, shall not exceed an amount equal to 15% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this subsection (vii) or subsections (ix), (xix) and (xxi) below) $ (viii) cash expenses and employee bonuses incurred in connection with, or in anticipation of, the Transaction $ (ix) cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, transaction fees and expenses, (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event, in each case, whether or not consummated), systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the Senior Notes)foregoing; provided that the aggregate amount of add backs made pursuant to this subsection (ix) when added to the aggregate amount of add backs made pursuant to subsection (vii) above and subsection (xix) below, plus shall not exceed an amount equal to 15% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this subsection (ix) or subsection (xix) below) $ (x) any losses (or minus any gains) realized upon the following to disposition of property outside of the extent deducted ordinary course of business $ (xi) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in computing such net income connection with any Investment, Permitted Acquisition or loss for such period: (i) Consolidated Total Interest Expense for such periodany sale, (ii) losses attributable to the sale conveyance, transfer or other disposition of assets permitted under this Agreement or debt restructurings (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related each case to the acquisition extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 18 months of Real Estate Assets or such determination (with a deduction in the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 18 months) $ (xii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied in writing by the applicable insurer and (vB) other in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption $ (xiii) management fees permitted under Section 7.08(d) of the Agreement $ (xiv) any non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s, the Trust’s, purchase accounting adjustment and any Subsidiary’s Pro Rata Share step-ups with respect to re-valuing assets and liabilities in connection with the Transaction or any Investment permitted under Section 7.02 of the items comprising Consolidated EBITDA of any PartiallyAgreement $ (xv) non-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust cash losses from Joint Ventures and their respective Subsidiaries”.non cash minority interest reductions $

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for For any applicable period, an amount equal to, without double-counting, (a) the net income (or loss deficit) of the Borrower, the Trust Parent and their respective its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rentGAAP) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (xb) the following to the extent deducted in computing such calculating net income or loss for such period: (i) Consolidated Total Interest Expense for income taxes accrued during such period, (ii) losses attributable to the sale interest and fees in respect of Indebtedness (including amounts accrued or other disposition paid in respect of assets Derivative Agreements) during such period (whether or debt restructurings not actually paid in cash during such period), (iii) real estate depreciation depreciation, amortization and amortization other non-cash charges (including asset impairment charges) accrued for such period, (iv) acquisition extraordinary losses during such period, (v) costs related and expenses incurred by the Parent and its Subsidiaries in connection with the Parent's retention of the Financial Consultant, (vi) severance charges incurred by the Parent and its Subsidiaries, (vii) up to $300,000 per month of plant consolidation expenses specifically identified to the acquisition satisfaction of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in Administrative Agent, and (viii) transaction costs incurred during such period or in any future connection with the transactions contemplated hereby and the Revolving Credit Agreement not to exceed $2,600,000 in the aggregate, minus (c) to the extent such items were added in calculating net income (i) extraordinary gains during such period and (vii) proceeds received during such period in respect of Casualty Events and dispositions of any property (other non-cash charges than dispositions in the ordinary course of business on ordinary business terms) CONSOLIDATED INTEREST EXPENSE. For any period, the sum, without duplication, for the Parent and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) all interest in respect of Indebtedness required to be paid or accrued during such period (whether or not actually paid during such period; ), but excluding capitalized debt acquisition costs (including fees and expenses related to this Term Loan Agreement and the Revolving Credit Agreement) plus (b) the net amounts payable (or minus the net amounts receivable) in respect of Derivative Agreements accrued during such period (ywhether or not actually paid or received during such period) excluding reimbursement of legal fees and other similar transaction costs and further excluding payments required by reason of the early termination of Derivative Agreements in effect on the date hereof plus (c) all gains attributable fees, including letter of credit fees and expenses (but excluding reimbursement of legal fees and any early termination fee paid by the Borrower pursuant to Section 2.3 of the sale or other disposition Existing Credit Agreement in connection with the Borrower's reduction of assets the Total Commitment (as defined in the Existing Credit Agreement) effective as of February 3, 2006) incurred hereunder during such period. COPYRIGHT MORTGAGE. The Borrower’sMemorandum of Grant of Security Interest in Copyrights, the Trust’s, and any Subsidiary’s Pro Rata Share dated as of the items comprising Consolidated EBITDA Closing Date, made by the Borrower and the Guarantors in favor of any Partially-Owned Entity will be included the Administrative Agent, in Consolidated EBITDA, calculated in a manner consistent with form and substance satisfactory to the above described treatment for the Borrower, the Trust and their respective Subsidiaries”Administrative Agent.

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable periodfiscal quarter, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to for so-called “straight-line rentrent accounting”) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes)quarter, plus (x) the following to the extent deducted in computing such Consolidated net income or loss for such periodquarter: (i) Consolidated Total Interest Expense for such periodquarter, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such periodquarter, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period and (viii) other non-cash charges for such periodquarter; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such period. The quarter, in each case adjusted to include the Borrower’s, the Trust’s, and ’s or any Subsidiary’s Pro Rata Share pro rata share of EBITDA (and the items comprising Consolidated EBITDA of EBITDA) from any Partially-Owned Entity will be included in such quarter, based on its percentage ownership interest in such Partially-Owned Entity (or such other amount to which the Borrower, the Trust or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement). In determining Consolidated EBITDAEBITDA for the purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, calculated in a manner consistent with the above described treatment for (i) any and all income of the Borrower, the Trust and their respective Subsidiaries”Subsidiaries received from any Real Estate Asset Under Development or any other Real Estate Asset that is included in such calculations at its cost basis value shall be excluded, (ii) for the first two complete fiscal quarters after a Real Estate Asset is acquired, it shall be included in such calculations at its cost basis value, as determined in accordance with GAAP, and (iii) Consolidated EBITDA shall be adjusted on a pro forma basis to account for Real Estate Assets that were sold by the Borrower during such quarter by reducing the Consolidated EBITDA generated by such Real Estate Asset and to account for Real Estate Assets that were acquired by the Borrower during such quarter by projecting the Consolidated EBITDA generated by any such Real Estate Asset for the portion of the applicable quarter during which the Borrower owned such Real Estate Asset over the entire applicable quarter. For purposes of this definition, it is agreed that (a) for the fiscal quarter ending December 31, 2003, Consolidated EBITDA is equal to Consolidated EBITDA for the two consecutive fiscal months ending on December 31, 2003 multiplied by 1.5, (b) for the two consecutive fiscal quarters ending March 31, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the five consecutive fiscal months ending on March 31, 2004 multiplied by 1.2, (c) for the four consecutive fiscal quarters ending December 31, 2003, Consolidated EBITDA is equal to Consolidated EBITDA for the two consecutive fiscal months ending on December 31, 2003 multiplied by 6, (d) for the four consecutive fiscal quarters ending March 31, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the five consecutive fiscal months ending on March 31, 2004 multiplied by 2.4, (e) for the four consecutive fiscal quarters ending June 30, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the eight consecutive fiscal months ending on June 30, 2004 multiplied by 1.5 and (f) for the four consecutive fiscal quarters ending September 30, 2004, Consolidated EBITDA is equal to Consolidated EBITDA for the eleven consecutive fiscal months ending on September 30, 2004 multiplied by 1.09. In addition, in respect of charges required to be taken against Consolidated EBITDA and bonuses and stock grants made by the Trust, in each case in connection with the Initial Public Offering, only one sixth (1/6) of the aggregate amount of such Initial Public Offering charges taken in the fiscal quarter ending December 31, 2003 shall be required to reduce Consolidated EBITDA for such quarter.

Consolidated EBITDA. In relation 1. Consolidated EBITDA for such period: (a) Consolidated Net Income for such period: Plus, without duplication and to the Borrower, the Trust extent already deducted (and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined not added back) in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) arriving at such Consolidated Net Income for such period, calculated without regard as determined on a Consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP (b) Depreciation and amortization expense for such period: (c) Provisions for Taxes during such period: (d) Consolidated Interest Expense and non-cash or deferred interest financing costs for such period: (e) Compensation expense incurred during such period with respect to gains the issuance of up to 2,710,000 shares of common stock pursuant to Section 5.31 of the Merger Agreement: (f) Non-cash compensation expense incurred during such period including any such expenses related to the issuance of Capital Stock in connection therewith: (g) Costs and expenses incurred during such period in connection with entering into the Loan Documents and any amendments required under the First Lien Loan Documents relating thereto3: (h) Expenses or losses on early retirement charges incurred during such period in connection with any issuance of debt Indebtedness or debt restructuring, debt modification charges, and prepayment premiums any amendment of any instrument governing any Indebtedness4: (i) Unusual or nonrecurring non-cash expenses or charges for such period (including, without limitation, any prepayment whether or make-whole premiums payable not otherwise includable as a separate item in connection with the prepayment statement of the Senior Notes), plus (x) the following to the extent deducted in computing such net income or loss for such period: (i) Consolidated Total Interest Expense Net Income for such period, (ii) non-cash losses attributable to the sale or other disposition on sales of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to outside the acquisition ordinary course of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do business): 4 Amount may not represent a recurring cash item in such period or exceed $500,000 in any future period and Fiscal Quarter. (vj) other nonNon-cash charges for such period; period relating to the accretion of debt discount and minus amortization of warrants and changes in derivative liabilities: (yk) all gains Other non-cash charges during such period5: (l) Losses or charges for such period associated with the writedowns or impairment of assets or intangibles (including writedowns of goodwill or other assets pursuant to FASB 142 and 144, writedowns relating to discontinued operations pursuant to FASB 144 and charges pursuant to FASB 141): (m) Consolidated EBITDA (if negative) attributable to any property that is the sale subject of a Material Disposition during such period: (n) Amounts paid or other disposition owing during such period to consultants pursuant to engagement letters approved in writing by the Initial Lender: (o) Fees and charges of accountants, lawyers, financial advisors and consultants for providing services to the Company and classified as such in the Company's Section 5.01 Financials that have been actually paid during such period by the Borrower that are of the type that are classified as such in the Company's Section 5.01 Financials with respect to the Fiscal Year ended December 31, 20106: Minus, without duplication and to the extent included in arriving at such Consolidated Net Income for such period (p) Interest income for such period: (q) Unusual or nonrecurring non-cash gains increasing Consolidated Net Income for such period (including whether or not includable as a separate item in the Statement of Consolidated Net Income for such period, non-cash gain on sales of assets outside the ordinary course of business): (r) Income tax credits for such period to the extent not netted from provisions for Taxes: (s) Any other non-cash gains increasing Consolidated Net Income during such period7: (t) Any cash payment made during such period in respect of items in Lines (i), (j) or (k) subsequent to the Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income for such period: 2. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrowerprior three Fiscal Quarters: 3. Consolidated EBITDA for the prior four Fiscal Quarters [The sum of (a) through (n), minus the Trust and their respective Subsidiaries”.sum of (p) through (t), plus Line A2]: 4. Consolidated EBITDA for the prior eleven Fiscal Months: 5. Consolidated EBITDA for the prior twelve Fiscal Months [The sum of (a) through (o) minus the sum of (p) through (t), plus Line A4]:

Consolidated EBITDA. In relation For any period, for the Borrower and its Subsidiaries on a consolidated basis (and without double-counting), (a) Net Income (or Loss) of Borrower and its Subsidiaries for such period determined on a consolidated basis (excluding any income or losses from minority interests in the case of the Borrower), in accordance with GAAP excluding acquisition related costs, and exclusive of the following (but only to the Borrowerextent included in the determination of such Net Income (or Loss)): (i) depreciation and amortization expense; (ii) interest expense and amortization of deferred financing costs; (iii) income tax expense; (iv) acquisition, the Trust transaction and their respective Subsidiaries integration expenses; (v) non-cash impairment of long lived assets; (vi) non-cash income or expenses; (vii) extraordinary or non-recurring income or expenses; (viii) non-cash stock based compensation; and (ix) extraordinary or non-recurring gains and losses; plus (b) such Person’s pro rata share of Consolidated EBITDA determined pursuant to clause (a) above of its Unconsolidated Affiliates. Consolidated EBITDA shall be adjusted to remove any impact from straight line rent adjustments required under GAAP and amortization of deferred market rent into income pursuant to Statement of Financial Accounting Standards number 141. Consolidated Interest Expense. As of any date of determination and for any applicable period, an amount equal towith respect to Borrower and its Subsidiaries, without doubleduplication, total interest expense accruing or paid on Indebtedness of Borrower and its Subsidiaries, on a consolidated basis, during such period (including interest expense attributable to Capitalized Leases and amounts attributable to interest incurred under Derivatives Contracts, but excluding, to the extent non-countingcash, the net income or loss amortization of the Borrowerfinancing costs and charges), the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification chargesGAAP, and prepayment premiums including (including, without limitation, any prepayment or make-whole premiums payable in connection with duplication) the prepayment Equity Percentage of the Senior Notes), plus (x) foregoing items for the following to the extent deducted in computing such net income or loss for such period: (i) Unconsolidated Affiliates and non-Wholly-Owned Subsidiaries of Borrower and its Subsidiaries. Consolidated Total Interest Expense for such period, (ii) losses attributable to shall not include capitalized interest funded under a construction loan by an interest reserve. For the sale or other disposition purposes of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s§9.7, the Trust’s, and any Subsidiary’s Pro Rata Share calculation of the items comprising Consolidated EBITDA of any Partially-Owned Entity will Interest Expense shall be included in Consolidated EBITDA, calculated in adjusted by Borrower on a manner consistent with the above described treatment pro forma basis satisfactory to Agent to adjust for the BorrowerALF Sale, the Trust Borrower Refinancings and their respective Subsidiaries”the Preferred Securities Repayment.

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, (a) Consolidated Net Income: (i) the net income or loss (loss) of Holdings in accordance with GAAP; the Borrower, Restricted Subsidiaries and the Trust and their respective Securitization Subsidiaries that are consolidated entities of Holdings for such period determined on a consolidated basis in accordance with GAAP (before minority interests which shall be determined with respect to any period ending on or prior to the Closing Date in accordance with Section 1.05(b)), excluding, without duplication: (A) after-tax effect of non-recurring or extraordinary items (including gains or losses and excluding the adjustment of rent to straight-line rentall fees and expenses relating thereto) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums , (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (xB) the following cumulative effect of a change in accounting principles during such period to the extent deducted included in computing such net income or loss for Consolidated Net Income, (C) any fees and expenses incurred during such period: (i) Consolidated Total Interest Expense , or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case for any such fee, expense or cost whether or not successful (iiincluding, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards No. 141 (R) and gains or losses associated with FASB Interpretation No. 45), (D) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP, (E) any net after-tax gains or losses from abandoned, disposed of or discontinued operations, (F) any net after-tax effect of gains or losses (less all fees, expenses and charges) attributable to asset dispositions or the sale or other disposition of assets any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by Holdings, (G) the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or debt restructurings is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period, (H) any impairment charge or asset write-off or write-down, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the acquisition amortization of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior intangibles arising pursuant to FAS 141-R which do not represent a recurring cash item in such period or in GAAP, (I) any future period and (v) other non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs and any cash charges for such period; and minus associated with the rollover, acceleration or payout of Equity Interests by management of Holdings or the Seller or any of its direct or indirect Restricted Subsidiaries in connection with the Transactions, (yJ) all gains attributable to the sale any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement, to the extent that such amount is in fact indemnified or reimbursed within 365 days of such perioddetermination (with a deduction in the applicable future period of any amount so added back to the extent not so indemnified or reimbursed within such 365 days), (K) to the extent covered by insurance and actually reimbursed, expenses, charges or losses with respect to liability or casualty events or business interruption, (L) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Statement on Financial Accounting Standards Nos. The Borrower’s87, the Trust’s106 and 112, and any Subsidiaryother items of a similar nature, (M) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower, or is merged into, amalgamated or consolidated with Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on a Pro Rata Share Forma Basis in accordance with Section 1.10), (N) any non-cash interest expense attributable to the movement of the ▇▇▇▇-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133, (O) the income of any Restricted Subsidiary of the Borrower that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents and regulations, There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items comprising thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions or other Investments, or the amortization or write-off of any amounts thereof. (b) plus, without duplication, the following amounts (in each case, to the extent deducted (and not added back) in arriving at such Consolidated Net Income for such period) for such period with respect to Holdings, its Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings in accordance with GAAP (which shall be determined with respect to any period ending on or prior to the Closing Date in accordance with Section 1.05(b) of the Credit Agreement: (i) total interest expense determined in accordance with GAAP and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed), (ii) provision for taxes based on income, profits or capital gains of Holdings and the Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations, (iii) depreciation and amortization, (iv) duplicative running costs, severance, relocation costs or expenses, Transaction Expenses, integration costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in connection with acquisitions and non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs), project start-up costs and restructuring charges or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges) in an aggregate amount of all items deducted pursuant to this clause (iv) not to exceed (A) $10,000,000 with respect to the Transaction Expense incurred, accrued or paid after the end of the first full fiscal quarter after the Closing Date and (B) with respect to costs, expenses, charges and reserves (other than Transaction Expenses) (x) $12.5 million for the period from July 1, 2010 to December 31, 2010 and (y) otherwise, $25 million in any other fiscal year; provided that (1) the unused amounts in any fiscal year (without giving effect to any amount carried over from a prior fiscal year) under this clause (y) may be carried over to the next succeeding fiscal year (but not any other fiscal year) and (11) amounts deducted in any fiscal year shall first be deemed to be allocated against the scheduled amount for such fiscal year before giving effect to any carried over amount, (v) the amount of any minority interest expense consisting of Restricted Subsidiary income attributable to minority interests of third parties in any non-wholly owned Restricted Subsidiary, (vi) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid or accrued to the Investors or their Affiliates (or management companies) under the Investor Management Agreement, (vii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests), (viii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any Partiallyprevious period and not added back, (ix) non-Owned Entity will be included cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock- based awards compensation expense), in Consolidated EBITDA, calculated each case other than (A) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a manner consistent prior period and (B) any non-cash charge relating to write-offs, write-downs or reserves with respect to accounts receivable in the above described treatment normal course or inventory; provided that if any non-cash charges referred to in this clause (ix) represent an accrual or reserve for the Borrowerpotential cash items in any future period, the Trust and their respective Subsidiaries”.cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, (x) any net loss from discontinued operations,

Consolidated EBITDA. In relation Consolidated Net Income $ plus without duplication and to the Borrowerextent reflected as a charge in the statement of such Consolidated Net Income for such period: (a) income tax expense $ (b) Consolidated Cash Interest Expense and PIK Interest expense of such Person, the Trust amortization or write-off of debt discount and their respective Subsidiaries for any applicable perioddebt issuance costs and commissions, an amount equal discounts and other fees and charges associated with Indebtedness $ (c) depreciation and amortization expense $ (d) amortization of intangibles (including, but not limited to, without doublegoodwill) and organization costs $ (e) any extraordinary, unusual or non-countingrecurring expenses or losses (including, whether or not otherwise includable as a separate item in the net income or loss statement of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to straight-line rent) such Consolidated Net Income for such period, calculated without regard to gains or losses on early retirement sales of debt or debt restructuring, debt modification assets) $ (f) any other non-cash charges, including (in case of clause (e) and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notesf)), plus charges representing (xi) accruals of or reserves for cash expenditures in a future period, (ii) amortization of prepaid items paid in cash in a prior period or (iii) marked-to-market charges under any Hedging Agreements $ minus to the following extent included in the statement of such Consolidated Net Income for such period: the sum of (a) interest income (except to the extent deducted in computing such net determining Consolidated Cash Interest Expense or PIK Interest), (b) any extraordinary, unusual or non-recurring income or loss gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets) and (c) any other non-cash income, including (in case of clauses (b) and (c)), marked-to-market gains under any Hedging Agreements, all as determined on a consolidated basis ($ ) minus whether or not included in the statement of such Consolidated Net Income for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, (iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring all cash item expenditures in such period for (A) previously accrued or reserved for charges or (B) prepaid items to be amortized in any future period and periods. (v$ ) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets in such period. The Borrower’s, the Trust’s, and any Subsidiary’s Pro Rata Share of the items comprising Consolidated EBITDA of any Partially-Owned Entity will be included in Consolidated EBITDA, calculated in a manner consistent with the above described treatment for the Borrower, the Trust and their respective Subsidiaries”.$

Consolidated EBITDA. In relation to the Borrower, the Trust and their respective Subsidiaries for any applicable period, an amount equal to, without double-counting, the net income or loss of the Borrower, the Trust and their respective Subsidiaries determined in accordance with GAAP (before minority interests and excluding the adjustment of rent to for so-called “straight-line rentrent accounting”) for such period, calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums (including, without limitation, any prepayment or make-whole premiums payable in connection with the prepayment of the Senior Notes), plus (x) the following to the extent deducted in computing such net Consolidatednet income or loss for such period: (i) Consolidated Total Interest Expense for such period, (ii) losses attributable to the sale or other disposition of assets or debt restructurings in such period, (iii) real estate depreciation and amortization for such period, and (iviv(iv) acquisition costs related to the acquisition of Real Estate Assets or the acquisition or origination of Structured Finance Investments that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period period, and (v) other non-cash charges for such period; and minus (y) all gains attributable to the sale or other disposition of assets or debt restructurings in such period. The , in each case adjusted to include the Borrower’s, the Trust’s, and ’s or any Subsidiary’s Pro Rata Share pro rata share of EBITDA (and the items comprising Consolidated EBITDA of EBITDA) from any Partially-Owned Entity will be included in Consolidated EBITDAsuch period, calculated based on its percentage ownership interest in a manner consistent with the above described treatment for such Partially-Owned Entity (or such other amount to which the Borrower, the Trust and their respective Subsidiaries”or such Subsidiary is entitled or for which the Borrower, the Trust or such Subsidiary is obligated based on an arm’s length agreement).