Adjusted EBITDA. Adjusted EBITDA, measured on a trailing twelve (12) month basis as of the end of each fiscal quarter during the periods specified below on a consolidated basis with respect to Ultimate Parent and its Subsidiaries, of at least (loss not worse than) the following:

Valuation Basis. Asset Rebalancing is based on the Investment values as of the close of the prior Business Day. Market movement on the date of rebalancing is not reflected in the rebalancing transaction. As a result, after a rebalancing transaction is made, the variance at the close of the Business Day on the date of rebalancing may exceed the tolerance you have specified and necessitate another rebalancing on the next Business Day.

Basis Adjustments. The Parties acknowledge and agree that # each Direct Exchange shall give rise to Basis Adjustments and # each Redemption using cash or Class A Common Stock contributed to the LLC by the Corporation shall be treated as a direct purchase of Units by the Corporation from the applicable Member pursuant to [Section 707(a)(2)(B)] of the Code that shall give rise to Basis Adjustments. In connection with a Direct Exchange or Redemption, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased by the excess, if any, of # the sum of # the fair market value of Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Units, # the amount of payments made pursuant to this Agreement with respect to such Exchange and # the amount of liabilities allocated to the Units acquired pursuant to the Exchange, over # the Corporation’s share of the basis of the Reference Assets immediately after the Exchange attributable to the Units exchanged, determined as if each member of the LLC Group remains in existence as an entity for tax purposes and no member of the LLC Group made the election provided by Section 754 of the Code.

Adjusted EBITDA. Not permit Adjusted EBITDA of the Borrower as of the of last day of each Fiscal Quarter to be less than the amount of set forth below for the period ending on such date:

Cash Basis. [Section 415] compensation shall be included in the limitation year in which paid or made available (or would have been paid but for an election under [section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i) or 457(b)])])])])])])] of the Code). Amounts received pursuant to a nonqualified unfunded deferred compensation plan are §415 compensation in the year actually received to the extent includible in gross income.

Adjusted EBITDA. Achieve, measured as of the last day of each fiscal quarter calculated on a trailing six (6) month basis, Adjusted EBITDA of at least Seven Million Dollars ($7,000,000.00).

Adjusted EBITDA. Achieve, measured as of the last day of each fiscal quarter calculated on a trailing six (6) month basis, Adjusted EBITDA of at least Seven Million Dollars ($7,000,000.00).

“Non-Adjusted Tax Basis” means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had been made.

each Protected Partner’s adjusted tax basis in each such Protected Property as of December 31, 2016 and as of the date of this Agreement (the “Tax Basis Amount”);

“Adjusted Pre-Tax Profitability” means the combined pre-tax net income of Guarantor as determined in accordance with GAAP on a consolidated basis.