SHALL
MEAN, FOR A GIVEN PERIOD, (A) NET INCOME OF PARENT AND ITS SUBSIDIARIES FOR SUCH
PERIOD (BEFORE EXTRAORDINARY AND NON-RECURRING ITEMS), MINUS (OR PLUS) (B) GAINS
(OR LOSSES) FROM DEBT RESTRUCTURING AND SALES OF PROPERTY DURING SUCH PERIOD,
PLUS (C) DEPRECIATION AND AMORTIZATION OF REAL AND PERSONAL PROPERTY ASSETS FOR
SUCH PERIOD, PLUS (D) WITHOUT DUPLICATION, INCOME FROM UNCONSOLIDATED
PARTNERSHIPS AND JOINT VENTURES, DETERMINED IN EACH CASE IN ACCORDANCE WITH
GAAP.
(J)
"INCENTIVE FEES" SHALL MEAN THE PAYMENTS
DUE TO THE HOLDERS OF CLASS B UNITS PURSUANT TO THE TERMS OF THE VERSION OF
SECTION 5.01C OF THE AGREEMENT OF LIMITED PARTNERSHIP OF GKK CAPITAL LP DATED
AUGUST 2, 2004 THAT IS IN EFFECT ON JUNE 28, 2007.
(K)
"INTEREST EXPENSE" CONSISTS OF ANY PERSON'S
TOTAL INTEREST EXPENSE INCURRED (IN ACCORDANCE WITH GAAP), INCLUDING CAPITALIZED
OR ACCRUING INTEREST (BUT EXCLUDING INTEREST FUNDED UNDER A CONSTRUCTION LOAN),
ON A CONSOLIDATED BASIS PLUS THE PERSON'S PRO RATA SHARE OF INTEREST EXPENSE
FROM JOINT VENTURE INVESTMENTS AND UNCONSOLIDATED AFFILIATES, WITHOUT
DUPLICATION FOR THE MOST RECENT PERIOD.
(L)
"LETTER OF CREDIT" SHALL MEAN ANY LETTER
OF CREDIT ISSUED PURSUANT TO SECTION 2.3 OF THE CREDIT AGREEMENT.
(M)
"LIQUIDITY" SHALL MEAN, AT ANY TIME, AN AMOUNT
EQUAL TO (X) THE CASH AND CASH EQUIVALENTS OF THE GUARANTORS (ON A CONSOLIDATED
BASIS) AT SUCH TIME AND (Y) SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND THEN BE CONTINUING, THE AVAILABILITY; PROVIDED, THAT THE
AVAILABILITY SHALL BE INCLUDED WHEN CALCULATING LIQUIDITY ONLY TO THE EXTENT
THAT ALL FINANCIAL COVENANTS UNDER THIS AGREEMENT ARE SATISFIED IMMEDIATELY
BEFORE AND, ON A PRO FORMA BASIS, AFTER GIVING FULL EFFECT TO ALL OF THE
TRANSACTIONS TAKEN INTO ACCOUNT HEREUNDER PURSUANT TO THE DEFINITION OF
AVAILABILITY.
(N)
"NET INCOME" SHALL MEAN WITH RESPECT TO ANY
PERSON FOR ANY PERIOD, THE NET INCOME OF SUCH PERSON FOR SUCH PERIOD AS
DETERMINED IN ACCORDANCE WITH GAAP.
(O)
"OFF-BALANCE SHEET ASSETS" SHALL MEAN, WITH
RESPECT TO ANY PERSON, ANY ASSET THAT IS SUBJECT TO AN OFF-BALANCE SHEET
FINANCING, AND AS A RESULT OF SUCH TRANSACTION SUCH ASSET DOES NOT (AND IS NOT
REQUIRED PURSUANT TO GAAP) TO APPEAR AS AN ASSET ON THE BALANCE SHEET OF SUCH
PERSON.
(P)
"PLEDGED COLLATERAL" SHALL HAVE THE MEANING
ASSIGNED THERETO IN THE PLEDGE AGREEMENT.
(Q)
"QSPE" SHALL MEAN A QUALIFIED SPECIAL
PURPOSE ENTITY FOR PURPOSES OF FAS 140.
(R)
"REAL PROPERTY ASSETS" SHALL MEAN, AS OF
ANY TIME, THE REAL PROPERTY ASSETS (INCLUDING INTERESTS IN PREFERRED EQUITY AND
PARTICIPATING MORTGAGES IN WHICH THE LENDER'S INTEREST THEREIN IS CHARACTERIZED
AS EQUITY ACCORDING TO GAAP) OWNED DIRECTLY OR INDIRECTLY BY THE GUARANTORS OR A
CONSOLIDATED SUBSIDIARY AT SUCH TIME.
(S)
"REO PROPERTY" SHALL MEAN ANY REAL PROPERTY
ACQUIRED THROUGH FORECLOSURE OR BY DEED IN LIEU OF SUCH FORECLOSURE.
(T)
"SPECIAL DIVIDEND DISTRIBUTIONS" SHALL
MEAN ANY CASH DISTRIBUTIONS, TO THE EXTENT NECESSARY TO ELIMINATE TAXES PURSUANT
TO SECTIONS 857(B)(3) AND 4981 OF THE INTERNAL REVENUE CODE.
3
(U)
"TANGIBLE NET WORTH" SHALL MEAN, AS