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 With respect to REIT, the Borrower and its their respective Subsidiaries for any fiscal quarter, period (without duplication): an amount equal toto the sum of (a) Net Income (or Loss) on a Consolidated basis, 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” andGAAP, except as set forth in the last sentence exclusive of this definition, the adjustment for so-called “straight-line rent accounting”) for such quarter, plus (v) the following (but only to the extent deducted included in computing determination of such consolidated net income or loss for such quarter: Net Income (Loss)): (i) Consolidated Total Interest Expense for such quarter, depreciation and amortization expense; (ii) real estate depreciation, amortization Consolidated Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring items for such quartergains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners); and (iiiv) other non-cash charges for items to the extent not actually paid as a cash expense; plus (b) such quarterPerson’s Equity Percentage of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries, minus EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (wor Loss) from such Unconsolidated Affiliates or such Subsidiary of Borrower that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) all gains (or plus all losses) attributable to the sale or other disposition of assets or debt restructurings in such quarter depreciation and amortization expense; (ii) solely for purposes of calculating Consolidated Total Adjusted Asset Value, all interest expense; (iii) income of the Borrower tax expense; (iv) Acquisition Closing Costs and its Subsidiaries received in connection with any Mortgages, plus (x) without doubleextraordinary or non-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 recurring gains 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 gains and losses on the sale of assets) and income and expense allocated to Indebtedness), will be added back to Consolidated EBITDA, minority owners; and (Bv) other non-cash items to the value of rents under Leases included in Consolidated EBITDA shall be adjusted for the impact of “straight-line rent accounting”extent not actually paid as a cash expense.

Consolidated EBITDA. In relation to For any period, for the Borrower REIT and its Subsidiaries for any fiscal quarter, an amount equal to, on a consolidated basis (and 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”) Net Income for such quarterperiod, plus adjusted by (vx) the following adding thereto (i) to the extent actually deducted in computing such determining said consolidated net Net Income, Consolidated Interest Expense, minority interest and provision for income or loss taxes for such quarter: period (i) excluding, however, Consolidated Total Interest Expense for such quarterand income taxes attributable to non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates of the REIT and any of its Subsidiaries), and (ii) real estate depreciation, the amount of all amortization of intangibles and extraordinary or non-recurring items depreciation that were deducted determining consolidated Net Income for such quarterperiod, and (iii) other any non-recurring 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 period 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, such non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith by cash charges do not give rise to a liability that would be required to be reflected on the Borrower consolidated balance sheet of the REIT (and including, without limitation, prepayment penalties with respect to Indebtedness), so long as no cash payments or cash expenses will be added back to Consolidated EBITDA, associated therewith (whether in the current period or for any future period)) and (B) the value of rents under Leases same were deducted in determining consolidated Net Income for such period, and (y) subtracting therefrom, to the extent included in determining consolidated Net Income for such period, the amount of non-recurring non-cash gains during such period; provided that Consolidated EBITDA shall be determined without giving effect to any extraordinary gains or losses (including any taxes attributable to any such extraordinary gains or 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 the ordinary course of business. Consolidated EBITDA shall be adjusted for to include only the impact REIT’s or its Subsidiaries’ Equity Percentage of “straightConsolidated EBITDA from any non-line rent accounting”Wholly-Owned Subsidiary and Unconsolidated Affiliate.

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 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, plus (f) to the extent deducted in calculating the Fair Market Value calculation ---- of Real Estate Assets used 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 period, plus (g) to calculate 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 Adjusted Asset Value or Consolidated Unencumbered Asset ValueCommitment, as plus (c) Tax Distributions made in such period, and, to the ---- extent applicable, (A) one-time, non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith 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 includingImprovement Capital Expenditures, without limitationconsidered collectively, prepayment penalties 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 respect to Indebtednessa Revolving Credit Loan), will plus (e) ---- voluntary prepayments on the Term Loans made in such period (other than any prepayment required to be added back 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 EBITDAFinancial Obligations. For any period, and without ---------------------------------- duplication, the sum of (Ba) all scheduled payments of principal on Indebtedness of the value Borrower and its Subsidiaries, including payments of rents under Leases included principal in respect of Capital Leases, which came due during such period, plus (b) Consolidated EBITDA shall be adjusted Cash ---- Interest Expense for the impact of “straight-line rent accounting”such period.

Consolidated EBITDA. In relation to For any period, for the Borrower REIT and its Subsidiaries for any fiscal quarter, an amount equal to, on a consolidated basis (and 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”) Net Income for such quarterperiod, plus adjusted by (vx) the following adding thereto (i) to the extent actually deducted in computing such determining said consolidated net Net Income, Consolidated Interest Expense, minority interest and provision for income or loss taxes for such quarter: period (i) excluding, however, Consolidated Total Interest Expense for such quarterand income taxes attributable to non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates of the REIT and any of its Subsidiaries), and (ii) real estate depreciation, the amount of all amortization of intangibles and extraordinary or non-recurring items depreciation that were deducted determining consolidated Net Income for such quarterperiod, and (iii) other any non-recurring 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 period 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, such non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith by cash charges do not give rise to a liability that would be required to be reflected on the Borrower consolidated balance sheet of the REIT (and including, without limitation, prepayment penalties with respect to Indebtedness), 10 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 so long as no cash payments or cash expenses will be added back to Consolidated EBITDA, associated therewith (whether in the current period or for any future period)) and (B) the value of rents under Leases same were deducted in determining consolidated Net Income for such period, and (y) subtracting therefrom, to the extent included in determining consolidated Net Income for such period, the amount of non-recurring non-cash gains during such period; provided that Consolidated EBITDA shall be determined without giving effect to any extraordinary gains or losses (including any taxes attributable to any such extraordinary gains or 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 the ordinary course of business. Consolidated EBITDA shall be adjusted to include only the REIT’s or its Subsidiaries’ Equity Percentage of Consolidated EBITDA from any non-Wholly-Owned Subsidiary and Unconsolidated Affiliate. Consolidated Interest Expense. As of any date of determination and for any applicable period, with respect to REIT and its Subsidiaries, without duplication, total interest expense accruing or paid on Indebtedness of REIT 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-cash, amortization of defeasance financing costs and charges), determined in accordance with GAAP, and including (without duplication) the Equity Percentage of the foregoing items for the impact Unconsolidated Affiliates and non-Wholly-Owned Subsidiaries of “straight-line rent accounting”REIT and its Subsidiaries. Consolidated Interest Expense shall not include capitalized interest funded under a construction loan by an interest reserve.

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.

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 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 non- cash 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) the aggregate amount of transaction costs incurred in connection with ---- the Recapitalization and expensed in such calculations at its cost basis value shall be excluded period to the extent (i) such costs were deducted in the calculation of Consolidated Net Income and (ii) solely for purposes the aggregate amount of such costs were approved by the Agent, plus (g) to the ---- extent deducted in 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 Consolidated Net Income for such period, expenditures paid or incurred to become "Year 2000 Ready" during the year ended December 31, 1999 in an aggregate amount not to exceed $800,000 plus (h) to the ---- extent deducted in calculating Consolidated Net Income for such period, a portion determined as provided herein of the Fair Market Value start up expenses for Projects incurred during the twelve (12) month period following the Closing Date in an aggregate amount not to exceed $1,800,000; the portion added on any fiscal quarter end shall be seventy-five percent (75%) of Real Estate Assets used the amount deducted in the fiscal quarter then ended, fifty percent (50%) of the amount deducted in the preceding fiscal quarter and twenty-five percent (25%) of the amount deducted in the second preceding fiscal quarter. 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) 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 calculate Consolidated Total Adjusted Asset Value or Consolidated Unencumbered Asset Value, as the extent applicable, (A) one-time, non-recurring acquisition costs and other one-time, non-recurring costs as determined in good faith cash income taxes paid by the Borrower and its Subsidiaries during such period, plus (d) Capital ---- Expenditures permitted under this Credit Agreement made in such period other than New Site Capital Expenditures to the extent 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 including, without limitation, prepayment penalties with respect to Indebtedness4.4.2 hereof), will be plus (f) start up expenses added back to Consolidated EBITDAEBITDA for ---- such period under clause (h) of the definition thereof, and plus (Bg) the value of rents under Leases included in expenditures to ---- become "Year 2000 Ready" added to Consolidated EBITDA shall be adjusted for such period under clause (g) of the impact of “straight-line rent accounting”definition thereof.