EBITDA
means for any period, with respect to us and our subsidiaries
on a consolidated basis, determined in accordance with GAAP, the sum of net income (or net loss) for such period plus, the sum of all amounts treated as expenses for: (a) interest, (b) depreciation, (c) amortization, and (d) all
accrued taxes on or measured by income to the extent included in the determination of such net income (or net loss); provided, however, that net income (or net loss) shall be computed without giving effect to extraordinary losses or gains.
Funded Indebtedness
means as of any date of determination thereof, (a) all Indebtedness of any Person, determined
in accordance with GAAP, which by its terms matures more than one year after the date of calculation, and any such Indebtedness maturing within one year from such date which is renewable or extendable at the option of the obligor to a date more than
one year from such date, and (b) the current portion of all such Indebtedness.
GAAP
means generally accepted
accounting principles of the U.S.
Indebtedness
means with respect to any Person, all: (a) liabilities or
obligations, direct and contingent, which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person at the date as of which Indebtedness is to be determined,
including, without limitation, contingent liabilities that in accordance with such principles, would be set forth in a specific dollar amount on the liability side of such balance sheet, and Capitalized Lease Obligations of such Person;
(b) liabilities or obligations of others for which such Person is directly or indirectly liable, by way of guaranty (whether by direct guaranty, suretyship, discount, endorsement,
take-or-pay
agreement, agreement to purchase or advance or keep in funds or other agreement having the effect of a guaranty) or otherwise; (c) liabilities or
obligations secured by Liens on any assets of such Person, whether or not such liabilities or obligations shall have been assumed by it; and (d) liabilities or obligations of such Person, direct or contingent, with respect to letters of credit
issued for the account of such Person and bankers acceptances created for such Person.
Interest Coverage
means as
of the last day of any fiscal quarter, the quotient, expressed as a percentage (which may be in excess of 100%), determined by dividing EBITDA by Interest Expense; all of the foregoing calculated by reference to the immediately preceding four fiscal
quarters ending on such date of determination.
Interest Expense
means for any period, on a combined basis, the
sum of all interest paid or payable (excluding unamortized debt issuance costs) on all items of Indebtedness outstanding at any time during such period.
Lien
means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim or charge of any kind
(including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, any lease in the nature of any of the foregoing, and the filing of or agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction.
Person
means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Total Assets
means on any date, our consolidated total assets and those of our subsidiaries, as such amount would
appear on our consolidated balance sheet prepared as of such date in accordance with GAAP.
Total Unencumbered
Assets
means on any date, our net real estate investments (valued on a book basis) and those of our subsidiaries that are not subject to any Lien which secures indebtedness for borrowed money by us and our subsidiaries plus, without
duplication, loan loss reserves relating thereto, accumulated depreciation thereon plus Cash, as all such amounts would appear on our consolidated balance sheet prepared as of such date in accordance with GAAP; provided, however, that Total
Unencumbered Assets does not include net real estate investments under unconsolidated joint ventures of ours and of our subsidiaries.
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