Consolidated EBITDA for four consecutive fiscal quarters ending on the Financial Statement Date (“Subject Period”) (from above)$

Consolidated EBITDA for twelve-month period ended on the Financial Statement Date (from [Annex 1]):$

Plan Not Funded. Amounts payable under the Plan shall be payable from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such amounts. No Participant, beneficiary or other Person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of participation hereunder. Neither the provisions of the Plan, nor the creation or adoption of the Plan, nor any action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or other Person. To the extent that a Participant, beneficiary or other Person acquires a right to receive payment under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

Co-Funded Expenses. (i) The Parties will share the Eligible Development Expenses incurred ​ and # Arrowhead will ​.

Funded Debt Documents. Amend the terms and conditions of any of the Funded Debt Documents in any material respect.

ADJUSTED FUNDED DEBT. The definition of "AFD Test Default" appearing in [Exhibit A] of the Loan Agreement is hereby amended in its entirety to read as follows:

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis.

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis.

Create, incur or assume any Indebtedness on and after the Closing Date, or suffer to exist any Indebtedness outstanding on the Closing Date, except:

Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for # the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, # purchase money Indebtedness pursuant to its then applicable payment schedule unless replaced with other purchase money Indebtedness as permitted hereunder, # prepayment by any Subsidiary of # inter-company Indebtedness owed by such Subsidiary to any Borrower, or # if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, # any payments on any Subordinated Indebtedness pursuant to the terms of an applicable Subordination Agreement, # as otherwise permitted hereunder or approved in writing by Agent, and # Permitted Indebtedness with the proceeds of other Permitted Indebtedness.