Minimum EBITDA. Achieve EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

“Adjusted Consolidated Unencumbered EBITDA” means, for any period, that portion of Adjusted Consolidated EBITDA for such period generated by Unencumbered Properties (following deductions for deemed capital expenditure reserves applicable to such Unencumbered Properties as set forth in the definition of Adjusted Consolidated EBITDA).

For purposes of calculating Consolidated EBITDA for any period, if during such period the Borrower or any Subsidiary shall have consummated any Acquisition or any Asset Disposition of a Subsidiary, a business unit or a line of business and the aggregate consideration paid or received by the Borrower and its Subsidiaries exceeded $25,000,000, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.03(c). Notwithstanding anything to the contrary in this definition or otherwise herein or in any other Loan Document, # Consolidated EBITDA for the four fiscal quarter period ending March 31, 2018 shall be equal to # the Consolidated EBITDA for the fiscal quarter ending December 31, 2017 plus the Consolidated EBITDA for the fiscal quarter ending March 31, 2018, multiplied by # two (2), and (ii) Consolidated EBITDA for the four fiscal quarter period ending June 30, 2018 shall be equal to # the Consolidated EBITDA for the fiscal quarter ending December 31, 2017 plus the Consolidated EBITDA for the fiscal quarter ending March 31, 2018 plus the Consolidated EBITDA for the fiscal quarter ending June 30, 2018, divided by # three (3) and multiplied by # four (4).

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such

Minimum Adjusted EBITDA. Achieve minimum Adjusted EBITDA for the periods set forth in [Schedule 6.10(B)] of at least the amount set forth opposite such periods therein, tested on the last day of each fiscal quarter, provided that with respect to periods for which required EBITDA is a negative number, Adjusted EBITDA losses shall not exceed such amount.

Adjusted EBITDA Calculation. The Company’s Finance Department will calculate the year-to-date Adjusted EBITDA in accordance with its established non-GAAP procedures. The “EBITDA Payout Factor” is determined by locating the percentage of the EBITDA Goal attained in the table below and identifying the corresponding EBITDA Payout Factor. If the percentage of EBITDA Goal attained falls between the listed percentages in the Adjusted EBITDA Table, the EBITDA Goal attained will be determined by interpolation to identify the EBITDA Payout Factor. The Adjusted EBITDA payment is calculated as follows:

Adjusted EBITDA Payments. The Adjusted EBITDA payment will be calculated after the Company’s books are closed for each fiscal quarter and will be paid not more than forty-five (45) days after the close thereof. Payments made to Participant in prior periods of the Plan Year are deducted from the amount payable to Participant for the year-to-date.

1 Which, solely for the purposes of this clause (ii), Consolidated EBITDA of Unrestricted Subsidiaries shall be calculated in the same manner as Consolidated EBITDA of the ​ and its Restricted Subsidiaries.

Consolidated Indebtedness. Consolidated Indebtedness denominated in any currency other than Dollars shall be calculated using the Dollar Equivalent thereof as of the date of the applicable financial statements on which such Consolidated Indebtedness is reflected.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income of Holdings for such period: