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.

Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 – 7): $

Required: ($5,000,000) on a trailing twelve month basis

Maximum Cumulative EBITDA Loss. Borrower’s EBITDA loss, measured on a cumulative year-to-date basis as of the last day of each fiscal quarter, shall not exceed:

Is line C equal to or greater than the required amount?

Required: Monthly, on trailing 6 month basis

in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment, Letter of Credit Liabilities and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, no minimum amount need be assigned; and

Minimum Occupancy. The Aggregate Occupancy Rate of the Unencumbered Properties shall not be less than eighty five percent (85%) at any time; provided that no Event of Default shall be deemed to have occurred under this §8.9(a) unless the Borrower shall have failed to cure such breach within ninety (90) days of the occurrence thereof, including, without limitation, by adding Unencumbered Properties pursuant to §5.1 or releasing Unencumbered Properties in accordance with §5.2;

Minimum Amounts. The aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or, if less, then the remaining amount of the assigning Lender’s Revolving Credit Commitment or Term Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day; provided further that in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;

no minimum amount need be assigned in the case of # an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility and # an assignment by a Lender to any other [[Lenders:Organization]], Affiliates and Approved Funds; and