each
Guarantor, intending to be legally bound, hereby agrees as follows:
1.
DEFINED TERMS.
Unless otherwise defined herein, terms which are defined in the Credit Agreement
and used herein are so used as so defined.
(A)
"ADJUSTED TOTAL ASSETS" SHALL MEAN THE SUM
OF TOTAL ASSETS PLUS OFF-BALANCE SHEET ASSETS.
(B)
"AVAILABILITY" SHALL MEAN AT ANY TIME, AN
AMOUNT EQUAL TO THE POSITIVE EXCESS (IF ANY) OF (A) THE LESSER OF (I) THE
REVOLVING COMMITTED AMOUNT, AND (II) THE ASSET VALUE OF ALL REVOLVING LOAN
COLLATERAL, OVER (B) THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT FOR ALL
REVOLVING LOANS ON SUCH DAY; PROVIDED, HOWEVER, FOR SO LONG AS AND TO THE EXTENT
THAT THE ADMINISTRATIVE AGENT DOES NOT HAVE A FIRST PRIORITY PERFECTED SECURITY
INTEREST IN ANY ITEM OF REVOLVING LOAN COLLATERAL, THEN SUCH REVOLVING LOAN
COLLATERAL SHALL BE DISREGARDED FOR THE PURPOSES OF CALCULATING AVAILABILITY;
PROVIDED, FURTHER, HOWEVER, ON AND AFTER THE OCCURRENCE OF THE MATURITY DATE OR
AN EVENT OF DEFAULT, THE AVAILABILITY SHALL BE ZERO (0).
(C)
"CAPITAL EXPENDITURES" SHALL MEAN, FOR ANY
PERIOD, THE PRODUCT OF (A) $0.15 AND (B) THE AVERAGE NUMBER OF SQUARE FEET,
DURING THE PERIOD IN QUESTION, IN IMPROVEMENTS CONSTITUTING PART OF REAL
PROPERTY ASSETS OWNED BY PARENT AND/OR ITS CONSOLIDATED SUBSIDIARIES WITH
RESPECT TO WHICH PARENT AND/OR ITS CONSOLIDATED SUBSIDIARIES HAS FINANCIAL
RESPONSIBILITY FOR RECURRING EXPENDITURES WHICH ARE CAPITALIZED ON THE BALANCE
SHEET OF PARENT IN CONFORMITY WITH GAAP, BUT EXPRESSLY EXCLUDING PORTIONS OF
IMPROVEMENTS WHICH ARE LEASED TO PERSONS WHICH ARE NOT CONSOLIDATED SUBSIDIARIES
WHO HAVE RESPONSIBILITY FOR REPAIR, MAINTENANCE AND/OR REPLACEMENT IN ACCORDANCE
WITH THE APPLICABLE LEASE OR OTHERWISE.
(D)
"CONSOLIDATED SUBSIDIARIES" SHALL MEAN ANY
SUBSIDIARY OF PARENT, OR ANY OTHER ENTITY, WHICH IS CONSOLIDATED WITH PARENT IN
ACCORDANCE WITH GAAP OR WHICH IS REQUIRED UNDER GAAP TO BE CONSOLIDATED WITH
PARENT.
(E)
"DEBT SERVICE" SHALL MEAN, FOR ANY PERIOD,
THE SUM OF (A) INTEREST EXPENSE FOR ANY PERSON DETERMINED ON A CONSOLIDATED
BASIS FOR SUCH PERIOD, AND (B) ALL REGULARLY SCHEDULED PRINCIPAL PAYMENTS MADE
WITH RESPECT TO INDEBTEDNESS OF PARENT AND ITS SUBSIDIARIES DURING SUCH PERIOD,
OTHER THAN ANY BALLOON, BULLET, MARGIN OR SIMILAR PRINCIPAL PAYMENT WHICH REPAYS
SUCH INDEBTEDNESS IN FULL.
DEBT SERVICE SHALL INCLUDE A PROPORTIONATE SHARE OF
ITEMS (A) AND (B) OF ALL UNCONSOLIDATED AFFILIATES.
(F)
"FAS 140" SHALL MEAN STATEMENT NO. 140 OF
THE FINANCIAL ACCOUNTING STANDARDS BOARD.
(G)
"FIXED CHARGE COVERAGE RATIO" SHALL MEAN,
FOR ANY PERSON DURING ANY PERIOD, THE CONSOLIDATED ADJUSTED EBITDA FOR SUCH
PERIOD (AFTER ADDING BACK ALL APPLICABLE INCENTIVE FEES), DIVIDED BY THE FIXED
CHARGES FOR THE SAME PERIOD.
(H)
"FIXED CHARGES" SHALL MEAN, FOR ANY PERSON
DURING ANY PERIOD, THE SUM OF (A) DEBT SERVICE, (B) ALL PREFERRED DIVIDENDS,
(C) CAPITAL LEASE OBLIGATIONS PAID OR ACCRUED DURING SUCH PERIOD, (D) CAPITAL
EXPENDITURES (IF ANY), AND (E) ANY AMOUNTS PAYABLE UNDER ANY GROUND LEASE.
FIXED
2
CHARGES SHALL INCLUDE A PROPORTIONATE SHARE OF ITEMS (A), (B), (C), (D) AND
(E) OF ALL UNCONSOLIDATED AFFILIATES.
(I)
"FUNDS FROM OPERATION" OR "FFO"