secured by any lien on property owned by us, the Company or any Consolidated Subsidiary, to the extent of the lesser of (i) the amount of indebtedness so secured, and (ii) the fair
market value of the property subject to such lien; (c) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase
price of any property or services, except any such balance that constitutes an accrued expense or trade payable; or (d) any lease of property by us, the Company or any Consolidated Subsidiary as lessee which is reflected on Companys
consolidated balance sheet as a financing lease in accordance with GAAP, to the extent, in the case of indebtedness under (a) through (c) above, that any such items (other than letters of credit) would appear as a liability on the
Companys consolidated balance sheet in accordance with GAAP. Indebtedness also includes, to the extent not otherwise included, any obligation by us, the Company or any Consolidated Subsidiary to be liable for, or to pay, as obligor, guarantor
or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another Person (other than us, the Company or any Consolidated Subsidiary) of the type described in clauses (a)-(d) of this definition. In the
case of (d) above, Indebtedness excludes operating lease liabilities on the Companys consolidated balance sheet in accordance with GAAP.
Intercompany Indebtedness means Indebtedness to which the only parties are any of us, the Company and any Consolidated
Subsidiary; provided, however, that with respect to any such Indebtedness of which we or the Company is the borrower, such Indebtedness is subordinate in right of payment to the notes.
Interest Expense means, for any period of time, the maximum amount payable for interest on, and original issue discount of,
our and our Subsidiaries Indebtedness, determined in accordance with GAAP.
Person means any individual,
Corporation, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Secured Debt means, as of any date, that portion of principal amount of outstanding Indebtedness, excluding Intercompany
Indebtedness, of us and our Consolidated Subsidiaries as of that date that is secured by a mortgage, trust deed, deed of trust, deeds to secure Indebtedness, pledge, security interest, assignment for collateral purposes, deposit arrangement, or
other security agreement, excluding any right of setoff but including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any
other like agreement granting or conveying a security interest.
Subsidiary means (1) any corporation at least a
majority of the total voting power of whose outstanding Voting Stock is owned, directly or indirectly, at the date of determination by the Operating Partnership or the Company, as the case may be, and/or one or more other Subsidiaries, and
(2) any other Person in which the Operating Partnership or the Company, as the case may be, and/or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a majority of the outstanding
ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, at least a majority of the directors, trustees or managing members of, or other persons holding similar positions with,
such Person.
Total Assets means, as of any time, the sum of, without duplication, Undepreciated Real Estate Assets and
all other assets, excluding accounts receivable, intangibles, and operating lease assets of ours and our Consolidated Subsidiaries, all determined in accordance with GAAP.
Total Unencumbered Assets means, as of any time, the sum of, without duplication, those Undepreciated Real Estate Assets
which are not subject to a lien securing Indebtedness and all other assets, excluding accounts receivable and intangibles, of ours and our Consolidated Subsidiaries not subject to a lien securing Indebtedness, all determined in accordance with GAAP;
provided, however, that all investments by us or our Consolidated Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other nonconsolidated entities shall be excluded
from Total Unencumbered Assets to the extent that such investments would have otherwise been included.
Undepreciated Real Estate
Assets means, as of any time, the cost (original cost plus capital improvements) of our real estate assets and the real estate assets of our Consolidated Subsidiaries on such date, and right of use assets associated with financing leases
in accordance with GAAP, before depreciation and amortization, all determined in accordance with GAAP; provided, however, that Undepreciated Real Estate Assets shall not include right of use assets associated with operating leases in accordance with
GAAP.
S-18