EXPENSE OF SUCH PERSON AND ITS
SUBSIDIARIES FOR SUCH PERIOD DETERMINED ON A CONSOLIDATED BASIS IN ACCORDANCE
WITH GAAP, INCLUDING WITHOUT LIMITATION:
(A) ANY AMORTIZATION OF DEBT DISCOUNT;
(B) THE NET COSTS UNDER INTEREST SWAP OBLIGATIONS; (C) ALL CAPITALIZED INTEREST;
AND (D) THE INTEREST PORTION OF ANY DEFERRED PAYMENT OBLIGATION; AND
(2)
TO THE EXTENT NOT ALREADY INCLUDED IN CLAUSE (1), THE INTEREST COMPONENT
OF CAPITALIZED LEASE OBLIGATIONS PAID, ACCRUED AND/OR SCHEDULED TO BE PAID OR
ACCRUED BY SUCH PERSON AND ITS SUBSIDIARIES DURING SUCH PERIOD AS DETERMINED ON
A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP.
"Consolidated Net Income" means, with respect to any Person, for any period, the
aggregate net income (or loss) of such Person and its Subsidiaries before the
payment of dividends on Preferred Stock for such period on a consolidated basis,
determined in accordance with GAAP; provided that there shall be excluded
therefrom:
(1)
AFTER-TAX GAINS AND LOSSES FROM ASSET SALES OR ABANDONMENTS OR RESERVES
RELATING THERETO (INCLUDING GAINS AND LOSSES FROM THE SALE OF CORPORATE TENANT
LEASE ASSETS);
(2)
AFTER-TAX ITEMS CLASSIFIED AS EXTRAORDINARY GAINS OR LOSSES AND DIRECT
IMPAIRMENT CHARGES OR THE REVERSAL OF SUCH CHARGES ON THE COMPANY'S ASSETS;
5
(3)
THE NET INCOME (BUT NOT LOSS) OF ANY SUBSIDIARY OF THE REFERENT PERSON
TO THE EXTENT THAT THE DECLARATION OF DIVIDENDS OR SIMILAR DISTRIBUTIONS BY THAT
SUBSIDIARY OF THAT INCOME IS RESTRICTED BY A CONTRACT, OPERATION OF LAW OR
OTHERWISE, EXCEPT FOR SUCH RESTRICTIONS PERMITTED BY CLAUSES (F), (G) AND (H) OF
SECTION 4.08 WHETHER SUCH PERMITTED RESTRICTIONS EXIST ON THE MEASUREMENT DATE
OR ARE CREATED THEREAFTER;
(4)
THE NET INCOME OR LOSS OF ANY OTHER PERSON, OTHER THAN A CONSOLIDATED
SUBSIDIARY OF THE REFERENT PERSON, EXCEPT:
(A)
TO THE EXTENT (IN THE CASE OF NET INCOME) OF CASH DIVIDENDS OR
DISTRIBUTIONS PAID TO THE REFERENT PERSON, OR TO A WHOLLY OWNED SUBSIDIARY OF
THE REFERENT PERSON (OTHER THAN A SUBSIDIARY DESCRIBED IN CLAUSE (3) ABOVE), BY
SUCH OTHER PERSON; OR
(B)
THAT THE REFERENT PERSON'S SHARE OF ANY NET INCOME OR LOSS OF SUCH
OTHER PERSON UNDER THE EQUITY METHOD OF ACCOUNTING FOR AFFILIATES SHALL NOT BE
EXCLUDED;
(5)
ANY RESTORATION TO INCOME OF ANY CONTINGENCY RESERVE OF AN
EXTRAORDINARY, NONRECURRING OR UNUSUAL NATURE;
(6)
INCOME OR LOSS ATTRIBUTABLE TO DISCONTINUED OPERATIONS (INCLUDING,
WITHOUT LIMITATION, OPERATIONS DISPOSED OF DURING SUCH PERIOD WHETHER OR NOT
SUCH OPERATIONS WERE CLASSIFIED AS DISCONTINUED, BUT NOT INCLUDING REVENUES,
EXPENSES, GAINS AND LOSSES RELATING TO REAL ESTATE PROPERTIES SOLD OR HELD FOR
SALE, EVEN IF THEY WERE CLASSIFIED AS ATTRIBUTABLE TO DISCONTINUED OPERATIONS
UNDER THE PROVISIONS OF SFAS NO. 144); AND
(7)
IN THE CASE OF A SUCCESSOR TO THE REFERENT PERSON BY CONSOLIDATION OR
MERGER OR AS A TRANSFEREE OF THE REFERENT PERSON'S ASSETS, ANY EARNINGS OF THE
SUCCESSOR CORPORATION PRIOR TO SUCH CONSOLIDATION, MERGER OR TRANSFER OF ASSETS.
"Consolidated Net Worth" of any Person means the consolidated stockholders'
equity of such Person, as of the end of the last completed fiscal quarter ending