Common use of Consolidated EBITDA Clause in Contracts

Consolidated EBITDA. In relation to the Borrower and its Subsidiaries for any fiscal quarter, an amount equal to, without double-counting, (u) the consolidated net income or loss of the Borrower and its Subsidiaries determined in accordance with GAAP (before non-controlling interests and excluding adjustments for FASB ASC 805 “business combinations” and, except as set forth in the last sentence of this definition, the adjustment for so-called “straight-line rent accounting”) for such quarter, plus (v) the following to the extent deducted in computing such consolidated net income or loss for such quarter: (i) Consolidated Total Interest Expense for such quarter, (ii) real estate depreciation, amortization and extraordinary or non-recurring items for such quarter, and (iii) other non-cash charges for such quarter, minus (w) (i) all gains (or plus all losses) attributable to the sale or other disposition of assets or debt restructurings in such quarter and (ii) solely for purposes of calculating Consolidated Total Adjusted Asset Value, all interest income of the Borrower and its Subsidiaries received in connection with any Mortgages, plus (x) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the net income or loss of Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based upon an arm’s length agreement among the applicable parties), plus (y) without double-counting and to the extent deducted in computing clause (x) for such quarter, the Borrower’s or any Subsidiary’s pro rata share of the type of items referenced in clause (v) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties), minus (z) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the types of items referenced in clause (w) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties). In determining Consolidated EBITDA (i) solely for purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, any and all income of the Borrower and its Subsidiaries received from any Real Estate Asset that is included in such calculations at its cost basis value shall be excluded and (ii) solely for purposes of calculating the covenants set forth in §§10.3 and 10.6, all profits and losses (net of all applicable taxes) resulting from the sales of individual residential condominium units will be included in such determination. Notwithstanding the foregoing, solely for purposes of calculating the ratio set forth in §2.4(f) and the covenants set forth in §§10.1, 10.2 and 10.4 for such period, in calculating the Fair Market Value of Real Estate Assets used to calculate Consolidated Total Adjusted Asset Value or Consolidated Unencumbered Asset Value, as applicable, (A) one-time, non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith by the Borrower (and including, without limitation, prepayment penalties with respect to Indebtedness), will be added back to Consolidated EBITDA, and (B) the value of rents under Leases included in Consolidated EBITDA shall be adjusted for the impact of “straight-line rent accounting”.

Consolidated EBITDA. In relation to For any period, the sum of (in each case without ------------------- duplication) (a) the Consolidated Net Income of the Borrower and its Subsidiaries for such period (to the extent applicable, before any fiscal quarterincome tax expensed by the Borrower or its Subsidiaries to the extent deducted in calculating Consolidated Net Income), an plus (b) to the ---- extent deducted in the calculation of Consolidated Net Income, the aggregate amount equal toof noncash earnings attributable to minority interest in the Borrower's Subsidiaries (calculated in accordance with generally accepted accounting principles) for such period, without double-countingplus (c) to the extent deducted in the calculation ---- of Consolidated Net Income, (u) the consolidated net income or loss Consolidated Total Interest Expense of the Borrower and its Subsidiaries determined in accordance with GAAP (before non-controlling interests and excluding adjustments for FASB ASC 805 “business combinations” and, except as set forth in the last sentence of this definition, the adjustment for so-called “straight-line rent accounting”) for such quarterperiod, plus (vd) the following to the extent deducted ---- in computing such the calculation of Consolidated Net Income, consolidated net income or loss for such quarter: depreciation and amortization charges made (iand not previously added in this definition) Consolidated Total Interest Expense for such quarter, (ii) real estate depreciation, amortization and extraordinary or non-recurring items for such quarter, and (iii) other non-cash charges for such quarter, minus (w) (i) all gains (or plus all losses) attributable to the sale or other disposition of assets or debt restructurings in such quarter and (ii) solely for purposes of calculating Consolidated Total Adjusted Asset Value, all interest income Net Income of the Borrower and its Subsidiaries received in connection with any Mortgagesfor such period, plus (xe) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the net income or loss of Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based upon an arm’s length agreement among the applicable parties), plus (y) without double-counting and to the extent deducted in computing clause the calculation of Consolidated ---- Net Income, other consolidated noncash charges made (xand not previously added in this definition) for such quarter, the Borrower’s or any Subsidiary’s pro rata share of the type of items referenced in clause (v) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties), minus (z) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the types of items referenced in clause (w) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties). In determining calculating Consolidated EBITDA (i) solely for purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, any and all income Net Income of the Borrower and its Subsidiaries received from any Real Estate Asset that is included for such period, plus (f) to the extent deducted in the calculation ---- of Consolidated Net Income, the aggregate amount of transaction costs incurred in connection with this Credit Agreement and the transactions contemplated hereby, and expensed in such calculations period, plus (g) to the extent deducted in the ---- calculation of Consolidated Net Income, the aggregate amount of fees and expenses incurred in connection with the financial consultant retained pursuant to (S)9.24 and paid in such period. Consolidated Excess Cash Flow. For any period, the amount by which ----------------------------- Consolidated EBITDA of the Borrower and its Subsidiaries, exceeds the sum of (a) Consolidated Cash Interest Expense (whether expensed or capitalized, and without giving effect to clause (b) thereof) of the Borrower and its Subsidiaries for such period, plus (b) principal payments made on the Indebtedness of the ---- Borrower and its Subsidiaries in such period (excluding repayments of Revolving Credit Loans not made as a result of or in connection with a reduction in the Total Commitment, plus (c) Tax Distributions made in such period, and, to the ---- extent applicable, cash income taxes paid by the Borrower and its Subsidiaries during such period, plus (d) Capital Expenditures permitted under this Credit ---- Agreement incurred or paid in such period up to $8,000,000 in the aggregate in any fiscal year for Maintenance Capital Expenditures and Improvement Capital Expenditures, considered collectively, and $13,700,000 in the aggregate for New Site Capital Expenditures in the 2001 fiscal year and, in any subsequent fiscal year, if the Leverage Ratio as at the end of any fiscal year is less than 4.50:1, the amount of New Site Capital Expenditures permitted hereunder in such fiscal year (to the extent not financed with a Revolving Credit Loan), plus (e) ---- voluntary prepayments on the Term Loans made in such period (other than any prepayment required to be made pursuant to (S)(S)4.4.1 and 4.4.2 hereof), plus ---- (f) the aggregate amount of fees and expenses incurred in connection with the financial consultant retained pursuant to (S)9.24 and paid in such period. Consolidated Financial Obligations. For any period, and without ---------------------------------- duplication, the sum of (a) all scheduled payments of principal on Indebtedness of the Borrower and its cost basis value shall be excluded Subsidiaries, including payments of principal in respect of Capital Leases, which came due during such period, plus (b) Consolidated Cash ---- Interest Expense for such period. (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to the borrowing of money (including indebtedness evidenced by notes or bonds) or the obtaining of credit or in respect of Capitalized Leases (other than Indebtedness as described in clause (l) of the definition of Indebtedness, contingent liabilities of the Borrower to Comdata arising under the Comdata Agreement and Indebtedness permitted by (S)10.1(b) hereof), plus (without duplication) (b) the sum of (i) the aggregate Maximum ---- Drawing Amount of all Letters of Credit outstanding and (ii) solely for purposes of calculating the covenants set forth all Indebtedness to third parties (other than Indebtedness described in §§10.3 and 10.6, all profits and losses (net of all applicable taxesS)10.1(e)) resulting from the sales of individual residential condominium units will be included in such determination. Notwithstanding the foregoing, solely for purposes of calculating the ratio set forth in §2.4(f) and the covenants set forth in §§10.1, 10.2 and 10.4 for such period, in calculating the Fair Market Value of Real Estate Assets used to calculate Consolidated Total Adjusted Asset Value or Consolidated Unencumbered Asset Value, as applicable, (A) one-time, non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith guaranteed by the Borrower or any of its Subsidiaries in excess of $2,500,000, provided, however, that if the Leverage Ratio as at the most recent fiscal quarter end is less than 4:50:1, such amount shall be increased to $7,500,000. Consolidated Net Income (or Deficit). The consolidated net income (or ------------------------------------ deficit) of the Borrower and includingits Subsidiaries, without limitationafter deduction of all expenses, prepayment penalties with respect to Indebtedness), will be added back to Consolidated EBITDAtaxes, and (B) other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary, unusual and nonrecurring noncash items of income or expense. Consolidated Net Worth. As of any date, the value aggregate of rents under Leases included capital, surplus ---------------------- and retained earnings of the Borrower and its Subsidiaries as would be shown on a consolidated balance sheet of the Borrower and its Subsidiaries prepared as of such date in Consolidated EBITDA shall be adjusted for accordance with generally accepted accounting principles, plus, ---- without duplication, the impact aggregate Capital Interests of “straight-line rent accounting”the Borrower, less all ---- amounts, if any, attributable to Redeemable Capital Interests in such Person.

Consolidated EBITDA. In relation With respect to the Borrower and its Subsidiaries any Person for any fiscal quarter, an amount equal to, without double-counting, (u) the consolidated net income or loss of the Borrower and its Subsidiaries determined in accordance with GAAP (before non-controlling interests and excluding adjustments for FASB ASC 805 “business combinations” and, except as set forth in the last sentence of this definitionperiod, the adjustment for so-called “straight-line rent accounting”sum (without duplication) for such quarter, of (a) Consolidated Net Income; plus (vb) the following in each case to the extent deducted in computing such consolidated net income or loss for such quarter: determining Consolidated Net Income, (i) Consolidated Total Interest Expense for such quarterconsolidated interest expense on Funded Debt and on the Term Loan, (ii) real estate the Unused Facility Fee and any other unused facility fees on Funded Debt, (iii) preferred dividends paid, accrued or allocated to the 4.4% Convertible CRA Shares, (iv) preferred dividends paid, accrued or allocated to other preferred Capital Stock (other than Distributions permitted and contemplated by Section 10.7.3), (v) all federal, state, local and foreign income tax expense, (vi) depreciation, depletion, and amortization expense (including mortgage servicing rights) and extraordinary or other similar non-cash items, (vii) losses related to mortgage servicing rights, (viii) income allocated to minority interests related to SCU’s, SCI’s and SMU’s (viii) non-cash compensation, (ix) non-cash impairments of non-working capital assets, including intangibles, (x) non-recurring items for such quarter, and (iii) other non-cash charges for such quarter, minus (w) (i) all gains (or plus all losses) attributable to net losses from the sale or other disposition of assets permitted under this Credit Agreement or debt restructurings outside the ordinary course of business, (xi) non-cash losses associated with the change in such quarter fair market value of derivatives and (xii) other non-recurring losses; minus (c) in each case to the extent added in determining Consolidated Net Income, (i) all federal, state, local and foreign income tax benefits, (ii) solely for purposes non-cash gains related to sales of calculating Consolidated Total Adjusted Asset Valuemortgage loans, all interest income (iii) losses allocated to minority interests related to SCU’s, SCI’s and SMU’s (iv) non-cash recoveries of the Borrower and its Subsidiaries received in connection with any Mortgagesnon-working capital assets, plus (x) without double-countingincluding intangibles, the Borrower’s or any Subsidiary’s pro rata share of the net income or loss of Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based upon an arm’s length agreement among the applicable parties), plus (y) without double-counting and to the extent deducted in computing clause (x) for such quarter, the Borrower’s or any Subsidiary’s pro rata share of the type of items referenced in clause (v) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties), minus (z) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the types of items referenced in clause (w) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties). In determining Consolidated EBITDA (i) solely for purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, any and all income of the Borrower and its Subsidiaries received from any Real Estate Asset that is included in such calculations at its cost basis value shall be excluded and (ii) solely for purposes of calculating the covenants set forth in §§10.3 and 10.6, all profits and losses (net of all applicable taxes) resulting from the sales of individual residential condominium units will be included in such determination. Notwithstanding the foregoing, solely for purposes of calculating the ratio set forth in §2.4(f) and the covenants set forth in §§10.1, 10.2 and 10.4 for such period, in calculating the Fair Market Value of Real Estate Assets used to calculate Consolidated Total Adjusted Asset Value or Consolidated Unencumbered Asset Value, as applicable, (A) one-time, non-recurring acquisition costs net gains from the sale or other disposition of assets permitted under this Credit Agreement or outside the ordinary course of business, (vi) non-cash gains associated with the change in fair market value of derivatives and (vii) other one-time, non-recurring costs gains; all as determined in good faith by the Borrower (and including, without limitation, prepayment penalties accordance with respect to Indebtedness), will be added back to Consolidated EBITDA, and (B) the value of rents under Leases included in Consolidated EBITDA shall be adjusted for the impact of “straight-line rent accounting”GAAP.

Consolidated EBITDA. In relation With respect to the Borrower and its Subsidiaries any Person for any fiscal quarter, an amount equal to, without double-counting, (u) the consolidated net income or loss of the Borrower and its Subsidiaries determined in accordance with GAAP (before non-controlling interests and excluding adjustments for FASB ASC 805 “business combinations” and, except as set forth in the last sentence of this definitionperiod, the adjustment for so-called “straight-line rent accounting”sum (without duplication) for such quarter, of (a) Consolidated Net Income; plus (vb) the following in each case to the extent deducted in computing such consolidated net income or loss for such quarter: determining Consolidated Net Income, (i) Consolidated Total Interest Expense for such quarterconsolidated interest expense on Funded Debt and on the Term Loan, (ii) real estate the Unused Facility Fee and any other unused facility fees on Funded Debt, (iii) preferred dividends paid, accrued or allocated to the 4.4% Convertible CRA Shares (if actually paid, solely if and to the extent permitted to be paid by the terms of this Credit Agreement), (iv) preferred dividends paid, accrued or allocated to other preferred Capital Stock (if actually paid, solely if and to the extent permitted to be paid by the terms of this Credit Agreement; and other than Distributions permitted and contemplated by Section 10.6), (v) all federal, state, local and foreign income tax expense, (vi) depreciation, depletion, and amortization expense (including mortgage servicing rights) and extraordinary or other similar non-cash items, (vii) losses related to mortgage servicing rights, (viii) income allocated to minority interests related to SCU’s and SCI’s (viii) non-cash compensation, (ix) non-cash impairments of non-working capital assets, including intangibles, (x) non-recurring items for such quarter, and (iii) other non-cash charges for such quarter, minus (w) (i) all gains (or plus all losses) attributable to net losses from the sale or other disposition of assets permitted under this Credit Agreement or debt restructurings outside the ordinary course of business, (xi) non-cash losses associated with the change in such quarter fair market value of derivatives and (xii) other non-recurring losses; minus (c) in each case to the extent added in determining Consolidated Net Income, (i) all federal, state, local and foreign income tax benefits, (ii) solely for purposes non-cash gains related to sales of calculating Consolidated Total Adjusted Asset Valuemortgage loans, all interest income (iii) losses allocated to minority interests related to SCU’s and SCI’s, (iv) non-cash recoveries of the Borrower and its Subsidiaries received in connection with any Mortgagesnon-working capital assets, plus (x) without double-countingincluding intangibles, the Borrower’s or any Subsidiary’s pro rata share of the net income or loss of Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based upon an arm’s length agreement among the applicable parties), plus (y) without double-counting and to the extent deducted in computing clause (x) for such quarter, the Borrower’s or any Subsidiary’s pro rata share of the type of items referenced in clause (v) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties), minus (z) without double-counting, the Borrower’s or any Subsidiary’s pro rata share of the types of items referenced in clause (w) above that are attributable to Partially-Owned Entities for such quarter, based on the direct or indirect percentage ownership interest of the Borrower in such Partially-Owned Entity (or such other percentage determined by the Borrower reasonably and in good faith, based on an arm’s length agreement among the applicable parties). In determining Consolidated EBITDA (i) solely for purposes of calculating Fair Market Value of Real Estate Assets and Consolidated Total Adjusted Asset Value, any and all income of the Borrower and its Subsidiaries received from any Real Estate Asset that is included in such calculations at its cost basis value shall be excluded and (ii) solely for purposes of calculating the covenants set forth in §§10.3 and 10.6, all profits and losses (net of all applicable taxes) resulting from the sales of individual residential condominium units will be included in such determination. Notwithstanding the foregoing, solely for purposes of calculating the ratio set forth in §2.4(f) and the covenants set forth in §§10.1, 10.2 and 10.4 for such period, in calculating the Fair Market Value of Real Estate Assets used to calculate Consolidated Total Adjusted Asset Value or Consolidated Unencumbered Asset Value, as applicable, (A) one-time, non-recurring acquisition costs net gains from the sale or other disposition of assets permitted under this Credit Agreement or outside the ordinary course of business, (vi) non-cash gains associated with the change in fair market value of derivatives and (vii) other one-time, non-recurring costs as determined in good faith by the Borrower gains (and including, without limitation, prepayment penalties gains related to mortgage servicing rights); all as determined in accordance with respect to Indebtedness), will be added back to Consolidated EBITDA, and (B) the value of rents under Leases included in Consolidated EBITDA shall be adjusted for the impact of “straight-line rent accounting”GAAP.