Common use of EBITDA Clause in Contracts

EBITDA. The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

EBITDA. The term “EBITDA” (A) Consolidated Net Income as calculated in (1) above: (B) plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (viii) of this clause (B) otherwise reduced such Consolidated Net Income for the respective period for which EBITDA is being determined): (i) provision for Taxes based on income, profits or capital of Parent and the Subsidiaries for such period, including, without limitation, state franchise and similar Taxes and foreign withholding Taxes (ii) Interest Expense (and to the extent not included in Interest Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of Parent and the Subsidiaries for such period (net of interest income of Parent and its Subsidiaries for such period) (iii) depreciation and amortization expenses of Parent and the Subsidiaries for such period including, without limitation, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits (iv) any costs, fees, expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to the Transactions and any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by the Credit Agreement (including a refinancing thereof) (whether or not successful), including any amendment or other modification of the Obligations or other Indebtedness (v) business optimization expenses and other restructuring charges, reserves, expenses or accruals (which, for the avoidance of doubt, shall meaninclude, with respect without limitation, those related to optimization programs, operating improvements, cost savings initiatives, facility closure, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges) (vi) any other non-cash charges (excluding the write off of any receivables or inventory); provided, that, for purposes of this subclause (vi) of this clause (B), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period) (vii) any costs or expense incurred pursuant to any fiscal periodmanagement equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, “Consolidated EBITDA” as defined in to the Credit Agreement, provided extent that such cost or expenses are funded with cash proceeds contributed to the following should also be capital of Parent or net cash proceeds of an issuance of Equity Interests of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of EBITDA the Cumulative Credit, and (viii) any deductions (less any additions) attributable to minority interests except, in each case, to the extent not already excluded from of cash paid (or received) (C) minus the calculation sum of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees without duplication and expenses relating to the Acquisition; extent the amounts described in this clause (iiiC) financing fees (both cash and increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash) relating to cash items increasing Consolidated Net Income of Parent and the Acquisition; Subsidiaries for such period (iv) covenant-not-to-compete payments to certain members but excluding the recognition of the Company’s senior management and related expenses; (v) expenses (deferred revenue or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; items (x) costs associated with in respect of which cash was received in a prior period or will be received in a future period or (y) which represent the reversal of any proposed initial Public Offering accrual of, or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees cash reserve for, anticipated cash charges that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result reduced EBITDA in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.prior period)

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon-notrecurring charges and extraordinary or non-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or any portion thereofLoss) incurred outside from such Unconsolidated Affiliates plus its Equity Percentage of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan(i) depreciation and amortization expense; (viii) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faithInterest Expense; (viiiii) related party expenditures that are subject income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to the prior written consent remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of the Majority Executives intangibles pursuant to Section 2.3(aFAS 141R, and (ii) merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the Securityholders Agreement but have failed gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.FAS 141R. Eligible Real Estate. Real Estate:

EBITDA. The term “EBITDA” shall mean(A) Consolidated Net Income as calculated in (1) above: (B) plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (viii) of this clause (B) otherwise reduced such Consolidated Net Income for the respective period for which EBITDA is being determined): (i) provision for Taxes based on income, profits or capital of Parent and the Subsidiaries for such period, including, without limitation, state franchise and similar Taxes and foreign withholding Taxes (ii) Interest Expense (and to the extent not included in Interest Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with respect financing activities) of Parent and the Subsidiaries for such period (net of interest income of Parent and its Subsidiaries for such period) (iii) depreciation and amortization expenses of Parent and the Subsidiaries for such period including, without limitation, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits (iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any fiscal periodissuance of Equity Interests, “Consolidated EBITDA” as defined in Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by the Existing Credit Agreement and the Credit AgreementAgreement (including a refinancing thereof) (whether or not successful), provided including (x) such fees, expenses or charges related to the incurrence of the obligations under the Existing Credit Agreement and the Obligations and (y) any amendment or other modification of the Obligations or other Indebtedness (v) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include those related to facility closure, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges) (vi) any other non-cash charges (excluding the write off of any receivables or inventory); provided, that, for purposes of this subclause (vi) of this clause (B), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period) (vii) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the following should also be extent that such cost or expenses are funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Equity Interests of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of EBITDA the Cumulative Credit, and (viii) any deductions (less any additions) attributable to minority interests except, in each case, to the extent not already excluded from of cash paid (or received) (C) minus the calculation sum of (without duplication and to the extent the amounts described in this clause (C) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of Parent and the Subsidiaries for such period (but excluding the recognition of deferred revenue or any such items (x) in respect of which cash was received in a prior period or will be received in a future period or (y) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period) For purposes of determining EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related , before giving effect, on a Pro Forma Basis, to any issuances of equity securities; relevant transaction (ii) fees and expenses relating to within the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members meaning of the Company’s senior management definition of “Pro Forma Basis”) occurring after the Closing Date, EBITDA for the fiscal quarter ended December 31, 2017 shall be deemed to be $37,028,706, EBITDA for the fiscal quarter ended March 31, 2018 shall be deemed to be $53,968,502, EBITDA for the fiscal quarter ended June 30, 2018 shall be deemed to be $53,767,377 and related expenses; (v) expenses (or any portion thereof) incurred outside of EBITDA for the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performancefiscal quarter ended September 30, affecting the Company’s ability 2018 shall be deemed to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionbe $52,103,224.

EBITDA. The term “EBITDA” shall meanFor any Test Period, with respect to any fiscal the consolidated net income or loss of the Parent Company of a Discretionary Transferee (or, in the case of (x) a Permitted Leasehold Mortgagee Foreclosing Party, such Permitted Leasehold Mortgagee Foreclosing Party or (y) a Discretionary Transferee that does not have a Parent Company, such Discretionary Transferee) on a consolidated basis for such period, “Consolidated EBITDA” as defined determined in accordance with GAAP, adjusted by excluding (1) income tax expense, (2) consolidated interest expense, (3) depreciation and amortization expense, (4) any nonrecurring, unusual, or extraordinary items of gain, loss, income, cost or expense, including, but not limited to, (a) any gains or losses attributable to the Credit Agreementearly extinguishment, provided that the following should also be excluded from the calculation cancellation or conversion of EBITDA indebtedness, (b) gains or losses on discontinued operations and asset sales, disposals or abandonments, (c) impairment charges or asset write-offs including, without limitation, those related to goodwill or intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (5) any non-cash items of expense (other than to the extent not already excluded from such non-cash items of expense require an accrual or reserve for future cash expenses (provided that if such accrual or reserve is for contingent items, the calculation outcome of Consolidated EBITDA under which is subject to uncertainty, such non-cash items of expense may, at the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related election of such Person, be added to any issuances of equity securities; (ii) fees net income and expenses relating deducted when and to the Acquisition; extent actually paid in cash)), (iii6) financing fees any Pre-Opening Expenses, (both cash and 7) [reserved], (8) non-cashcash valuation adjustments, (9) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) any expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting repurchase of the Class C Units under the Incentive Unit Subscription Agreements stock or the Company’s annual bonus plan; stock options, (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi10) expenses related to the grant by such Person or its Parent Company of stock options, restricted stock, or other equivalent or similar instruments, (11) any litigation arising from the Acquisition; (x) management fees and costs related allocated to such Person or its Subsidiaries in each case that are not directly attributable to the activities giving rise to operation of Facilities, and (12) deferred rent; in the case of each of (1) through (12), of such fees Person and the Subsidiaries of such Person that are paid toGuarantors on a consolidated basis for such period. Encumbrance: Any mortgage, paid for deed of trust, lien, encumbrance or reimbursed other matter affecting title to Vestar and its Affiliates; and (xii) material expenditures any of the Leased Property, or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic portion thereof or non-economic) to the Company as determined by the Board in its good faith discretioninterest therein.

EBITDA. The term “EBITDA” shall mean, with respect to Alliance Holding and its Subsidiaries for any fiscal period, “Consolidated EBITDA” as defined in (a) the Credit AgreementNet Income of Alliance Holding and its Subsidiaries for such period, provided that plus (b) without duplication, the sum of the following should also be excluded from the calculation amounts of EBITDA Alliance Holding and its Subsidiaries for such period and to the extent not already excluded deducted in determining Net Income of Alliance Holding and its Subsidiaries for such period (i) Interest Expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) any extraordinary or any non-recurring non-cash losses, including any extraordinary or any non-recurring non-cash losses from Permitted Asset Dispositions, (vi) non-recurring non-cash or other non-cash charges (except to the calculation extent representing a reserve or accrual for cash expenses in another period), including goodwill, asset and other impairment charges, losses on early extinguishment of Consolidated EBITDA under debt, and write-downs of deferred financing costs, and (vii) Permitted IC-DISC Payments, minus (c) without duplication, the Credit Agreementsum of the following amounts of Alliance Holding and its Subsidiaries for such period and to the extent included in determining Net Income of Alliance Holding and its Subsidiaries for such period: (i) Nonnon-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; recurring non-cash items increasing such Net Income for such period, (ii) fees any extraordinary or any non-recurring gains, including any extraordinary, non-recurring gains from Permitted Asset Dispositions, and expenses relating to the Acquisition; (iii) financing fees (both cash and gains from the receipt of proceeds under insurance policies net of any associated losses. Notwithstanding the foregoing, EBITDA shall exclude non-cash) relating to cash effects of any purchase accounting adjustments. For the Acquisition; purposes of calculating EBITDA for any period (iv) covenant-not-to-compete payments to certain members of each, a “Reference Period”), if at any time during such Reference Period (and after the Company’s senior management and related expenses; (v) expenses (Closing Date), Alliance Holding or any portion thereof) incurred outside of the ordinary course its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of business that events which are approved by the Board which the Board determines in its good faith discretion directly attributable to such Permitted Acquisition, are in the best interest of the Company but which will factually supportable, and are expected to have a disproportionately adverse impact continuing impact, in each case to be mutually and reasonably agreed upon by Borrower Agent and Agent) as if any such Permitted Acquisition or adjustment occurred on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting first day of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.Reference Period. ​

EBITDA. The term “EBITDA” shall mean, with With respect to REIT and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from (but only to the calculation extent included in determination of EBITDA such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets or forgiveness of debt) and income and expense allocated to minority owners; (v) other non-cash items to the extent not already actually paid as a cash expense; and (vi) non-cash gains and losses on hedging transactions and changes in fair value of hedging instruments; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from the calculation such Unconsolidated Affiliates or such Subsidiary of Consolidated EBITDA under the Credit Agreement: Borrower that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantAcquisition Closing Costs and extraordinary or non-not-to-compete payments recurring gains and losses (including, without limitation, gains and losses on the sale of assets or forgiveness of debt) and income and expense allocated to certain members of the Company’s senior management and related expensesminority owners; (v) expenses other non-cash items to the extent not actually paid as a cash expense; and (or any portion thereofvi) incurred outside non-cash gains and losses on hedging transactions and changes in fair value of the ordinary course of business that are approved by the Board hedging instruments. EBITDAR Stabilized Property. A completed Medical Property on which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets all improvements related to the vesting development of such Real Estate have been substantially completed and for which a final certificate of occupancy or equivalent has been issued, which is operating as a Medical Property, and with respect to which either (a) the Operators (or with respect to MOBs or IMFs, the Major Tenants) therein have a ratio of (i) Tenant EBITDAR to (ii) Rent due and payable by an Operator or such other Person under any Lease or Operators’ Agreement for such Real Estate, calculated for the previous twelve (12) calendar months, of not less than 1.00 to 1.00 as of the Class C Units under the Incentive Unit Subscription Agreements date of acceptance of such Medical Property as a Borrowing Base Property or the Company’s annual bonus plan; (vib) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject Medical Property has ceased to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or nonbe a Newly-economic) to the Company as determined by the Board in its good faith discretionBuilt Property.

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon‑recurring charges and unusual or non-not-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non‑recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any portion thereofimpact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) incurred outside merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the ordinary course gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of business that are approved by the Board intangibles pursuant to FAS 141R. EEA Financial Institution. EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent supervision of the Majority Executives pursuant to Section 2.3(aan EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of the Securityholders Agreement but have failed this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated consolidated supervision with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionparent.

EBITDA. The With respect to any Portfolio Asset and any period, (a) the meaning of the term “Adjusted EBITDA”, the term “EBITDA” or any comparable definition in the related Underlying Instrument for such period and Portfolio Asset Obligor, as reported for such period pursuant to the related Underlying Instrument, and (b) in any case that the term “Adjusted EBITDA”, the term “EBITDA” or such comparable definition is not defined in such Underlying Instrument, the sum of (i) the consolidated net income for such period of the relevant Portfolio Asset Obligor on such Portfolio Asset, plus (ii) to the extent deducted in calculating such consolidated net income, the sum for such period of all income tax expense, interest expense, depreciation and amortization expense and all other non-cash charges, in the case of each of the foregoing clauses, as reported for such period pursuant to (and in accordance with the relevant definitions contained in) the related Underlying Instrument; provided that (x) the relevant Portfolio Asset Obligor referred to above in this definition shall meanbe the Portfolio Asset Obligor for which consolidated financial statements are required to be delivered under the related Underlying Instrument (and, if there is more than one such Portfolio Asset Obligor, for the Portfolio Asset Obligor with respect the greatest consolidated aggregate indebtedness for borrowed money as of the last day of such period) and (y) if the Valuation Agent determines on a commercially reasonable basis that “Adjusted EBITDA” or “EBITDA” as reported for such period pursuant to any fiscal periodthe related Underlying Instrument is not computed in accordance with generally accepted financial practice for similar transactions, then “EBITDA” shall mean “Consolidated EBITDA” as defined (determined on a consolidated basis based upon the Valuation Agent’s selection in the Credit Agreement, provided good faith of a definition of “Consolidated EBITDA” that the following should also be excluded from the calculation of EBITDA accords with generally accepted financial practice) in relation to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar relevant Portfolio Asset Obligor and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless consolidated subsidiaries for such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionperiod.

EBITDA. The term “EBITDA” shall meanfor any period, Net Income for such period, plus (a) without duplication and to the extent included in the calculation of such Net Income, the sum of (i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations), determined on a consolidated basis in accordance with GAAP, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (iv) the Transaction Costs, (v) any non-recurring loss to the extent the Company or any of its consolidated Subsidiaries has received during such period in cash an indemnification payment in respect of such loss pursuant to the indemnification provisions of the Stock Purchase Agreement, (vi) earnout expense for such period relating to the Earnout Agreement and (vii) any noncash charges for such period (excluding inventory write-offs, any bad debt expense and any noncash charge to the extent it represents an accrual of or a reserve for cash expenditures in any future period); provided, that any cash payment made with respect to any fiscal period, “Consolidated EBITDA” as defined noncash items added back in computing EBITDA for any prior period pursuant to this clause (a) shall be subtracted in computing EBITDA for the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA period in which such cash payment is made; plus (b) without duplication and to the extent not already excluded from included in determining such Net Income, all cash proceeds of business interruption insurance received by the calculation Company or any of Consolidated EBITDA under its consolidated Subsidiaries during such period; and minus (c) without duplication and to the Credit Agreement: extent included in determining such Net Income, (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; extraordinary gains for such period and (ii) fees and expenses relating noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any accrual for, or cash reserves for, anticipated cash charges in any prior period), all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA for any period shall be calculated to the Acquisition; (iii) financing fees (both cash and exclude any unrealized non-cash) relating to cash gain or loss for such period in respect of Hedging Agreements resulting from the Acquisition; (iv) covenant-not-to-compete payments to certain members application of the Company’s senior management Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, or a successor thereto, and the related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretiontax effects.

EBITDA. The term “EBITDA” shall mean, with With respect to REIT and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from (but only to the calculation extent included in determination of EBITDA such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets or forgiveness of debt) and income and expense allocated to minority owners; (v) other non-cash items to the extent not already actually paid as a cash expense; and (vi) non-cash gains and losses on hedging transactions and changes in fair value of hedging instruments; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from the calculation such Unconsolidated Affiliates or such Subsidiary of Consolidated EBITDA under the Credit Agreement: Borrower that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantAcquisition Closing Costs and extraordinary or non-not-to-compete payments recurring gains and losses (including, without limitation, gains and losses on the sale of assets or forgiveness of debt) and income and expense allocated to certain members of the Company’s senior management and related expensesminority owners; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related other non-cash items to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus planextent not actually paid as a cash expense; and (vi) costs non-cash gains and expenses incurred losses on hedging transactions and changes in connection with evaluating and consummating acquisitions not contemplated by fair value of hedging instruments. Notwithstanding the Company’s annual planforegoing, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) solely for the purposes of determining EBITDA for the calendar quarter ending September 30, 2018, EBITDA may be adjusted one-time to add back $2,045,772.70 for non-recurring transaction costs associated for a deal not consummated, and for the avoidance of doubt, such adjustment shall not be carried forward or annualized in any subsequent determination of EBITDA, and (y) for the purposes of calculating EBITDA Net Income shall not include (1) any rent or other amounts due under Leases with respect to Borrowing Base Properties or other Real Estate or amounts payable under Borrowing Base Loans or other Mortgage Note Receivables until actually received by Borrower or its applicable Subsidiary, or (2) any proposed initial Public Offering or Sale payment of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related deferred rent or reserves relating to the activities giving rise to such fees that are paid to, paid for Fundamental Rent Deferment or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent interest payable with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionrespect thereto.

EBITDA. The term “EBITDA” shall meanfor any period, Net Income for such period, plus (a) without duplication and to the extent included in the calculation of such Net Income, the sum of (i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations), determined on a consolidated basis in accordance with GAAP, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (iv) the Transaction Costs, (v) any non-recurring loss to the extent the Company or any of its consolidated Subsidiaries has received during such period in cash an indemnification payment in respect of such loss pursuant to the indemnification provisions of the Stock Purchase Agreement, (vi) earnout expense for such period relating to the Earnout Agreement, and (vii) any noncash charges for such period (excluding inventory write-offs, any bad debt expense and any noncash charge to the extent it represents an accrual of or a reserve for cash expenditures in any future period); provided, that any cash payment made with respect to any fiscal period, “Consolidated EBITDA” as defined noncash items added back in computing EBITDA for any prior period pursuant to this clause (a) shall be subtracted in computing EBITDA for the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA period in which such cash payment is made; plus (b) without duplication and to the extent not already excluded from included in determining such Net Income, all cash proceeds of business interruption insurance received by the calculation Company or any of Consolidated EBITDA under its consolidated Subsidiaries during such period; and minus (c) without duplication and to the Credit Agreement: extent included in determining such Net Income, (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; extraordinary gains for such period and (ii) fees and expenses relating noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any accrual for, or cash reserves for, anticipated cash charges in any prior period), all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA for any period shall be calculated to the Acquisition; (iii) financing fees (both cash and exclude any unrealized non-cash) relating to cash gain or loss for such period in respect of Hedging Agreements resulting from the Acquisition; (iv) covenant-not-to-compete payments to certain members application of the Company’s senior management Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, or a successor thereto, and the related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretiontax effects.

EBITDA. The term “EBITDA” shall mean, with With respect to a Person for any fiscal periodperiod (without duplication): (a) net income (or loss) of such Person for such period determined on a consolidated basis in accordance with GAAP, “Consolidated EBITDA” as defined in the Credit Agreement, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from included in the calculation determination of Consolidated EBITDA under the Credit Agreement: such net income (loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the Acquisitioninterest expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantgains and losses on the sale of assets and other extraordinary or non-not-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plansubordinated management fees; (vi) costs distributions to minority owners; and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside one-time non-recurring items; plus (b) such Person’s pro rata share of EBITDA determined in accordance with clause (a) above of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from (A) straight line rent leveling adjustments (in excess of ten percent (10%) of rental income as reported on the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ixGAAP operating statement) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; required under GAAP and (xiiB) material expenditures or incremental expenditures inconsistent with prior practice non-cash compensation expenses (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined such adjustments would otherwise have been included in the Securityholders determination of EBITDA). For purposes of this definition, nonrecurring items shall be deemed to include (w) transaction costs incurred in connection herewith and the retirement of the Indebtedness under the Existing Credit Agreement, (x) unanimously dissentgains and losses on early extinguishment of Indebtedness, (y) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economiccash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions required to be expensed under FASB ASC 805 which are not permitted to be capitalized pursuant to GAAP. Notwithstanding the foregoing, to the Company as determined by extent any nonrecurring items are included in the Board in its good faith discretioncalculation of EBITDA, such non-recurring income and expense shall not be annualized for purposes of calculating Consolidated EBITDA.

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon-notrecurring charges and extraordinary or non-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) for the purposes of calculating Consolidated Fixed Charges and Corporate Debt Yield only, Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any portion thereofimpact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) incurred outside merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, (a) corporate general and administrative expense of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Parent Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability shall be adjusted to achieve financial targets related an amount equal to the vesting lesser of the Class C Units (1) ten percent (10.0%) of total revenues of Parent Company and its Subsidiaries, excluding straight line leveling adjustments required under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs GAAP and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent amortization of the Majority Executives intangibles pursuant to Section 2.3(aFAS 141R, or (2) actual corporate general and administrative expense until such time as the IPO Event has occurred, and (b) property management fees (also known as property level general and administrative expense) shall be adjusted to be the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the Securityholders Agreement but have failed gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.FAS 141R. Eligible Real Estate. Real Estate:

EBITDA. The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as Trademarks”: As defined in the Credit definition of Intellectual Property. “Trailing Test Period”: For any date of determination, the period of the four (4) most recently ended consecutive calendar quarters prior to such date of determination for which Financial Statements are available. “Transition Period”: As defined in the MLSA. “Transition Services Agreement”: That certain Transition of Management Services Agreement (CPLV), provided dated as of the Commencement Date, by and among Tenant, Landlord, Services Co, Caesars License Company, LLC and Manager, as amended by that certain First Amendment to Transition of Management Services Agreement (CPLV), dated as of the following should also be excluded Amendment Date, and as further amended, restated, supplemented or otherwise modified from time to time. “Tri-Party Agreement”: As defined in Section 9.5(a). “Triennial Allocated Minimum Cap Ex Amount B Ceiling”: The difference of (a) the calculation of EBITDA to Triennial Minimum Cap Ex Amount B, minus (b) the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges Triennial Allocated Minimum Cap Ex Amount B Floor (as defined in the Credit AgreementNon-CPLV Lease). Notwithstanding anything herein to the contrary, fifty percent (50%) of all Capital Expenditures constituting Material Capital Improvements shall be credited toward the Triennial Allocated Minimum Cap Ex Amount B Ceiling applicable to the Triennial Period during which such Capital Expenditures were incurred and the other fifty percent (50%) of such Capital Expenditures constituting Material Capital Improvements shall not be credited toward the Triennial Allocated Minimum Cap Ex Amount B Ceiling. “Triennial Allocated Minimum Cap Ex Amount B Floor”: An amount equal to Eighty-Four Million and No/100 Dollars ($84,000,000.00), as reduced from time to time by the applicable Minimum Cap Ex Reduction Amount in the event that the Triennial Minimum Cap Ex Amount B is reduced by the applicable Minimum Cap Ex Reduction Amount. Notwithstanding 47 anything herein to the contrary, fifty percent (50%) of all Capital Expenditures constituting Material Capital Improvements shall be credited toward the Triennial Allocated Minimum Cap Ex Amount B Floor applicable to the Triennial Period during which such Capital Expenditures were incurred and the other fifty percent (50%) of such Capital Expenditures constituting Material Capital Improvements shall not be credited toward the Triennial Allocated Minimum Cap Ex Amount B Floor. “Triennial Minimum Cap Ex Amount B”: An amount equal to Three Hundred Fifty Million and No/100 Dollars ($350,000,000.00), provided, however, that for purposes of calculating the Triennial Minimum Cap Ex Amount B, Capital Expenditures during the applicable Triennial Period shall not include any of the following (without duplication): (a) Services Co Capital Expenditures, (b) Capital Expenditures by any subsidiaries of Tenant that are non-U.S. subsidiaries or are “unrestricted subsidiaries” as defined under Tenant’s debt documentation, (c) any Capital Expenditures of Tenant related to gaming equipment, (d) any issuances Capital Expenditures of equity securities; Tenant related to corporate shared services, nor (iie) fees and expenses relating any Capital Expenditures with respect to properties that are not included in the Acquisition; Leased Property or Other Leased Property. The Triennial Minimum Cap Ex Amount B shall be decreased from time to time (iiiu) financing fees in the event the Other Tenant under the Non-CPLV Lease elects to cease Continuous Operations of an Other Facility thereunder that is not a Continuous Operation Facility thereunder for at least twelve (both cash and non-cash12) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; consecutive months, (v) expenses upon the execution of a Severance Lease, (w) upon an L1 Transfer, an L2 Transfer or any portion thereofan L1/L2 Transfer, (x) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest event of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting any termination or partial termination of the Class C Units under the Incentive Unit Subscription Agreements either this Lease or the Company’s annual bonus plan; (vi) costs and expenses incurred Other Leases in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual planany Condemnation, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option Casualty Event or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers “Casualty Event” (as defined in the Securityholders Agreementapplicable Other Lease), or in the event of the expiration of any applicable “Maximum Fixed Rent Term” (under and as defined in any Other Lease), in any case in accordance with the express terms of this Lease or the Other Leases (as applicable), and in any case that results in the removal of Material Leased Property from, or the termination of, this Lease or the Other Leases (as applicable); and (y) unanimously dissentin connection with any disposition of all of the Other Leased Property under any Other Lease in accordance with Article XVIII of such Other Lease and the assignment of such Other Lease to a third party Acquirer (as defined in such Other Lease); with such decrease, in each case of clause (u), (v), (w), (x) unless or (y) above, being equal to the applicable Minimum Cap Ex Reduction Amount. Notwithstanding anything herein to the contrary but subject to the next sentence, fifty percent (50%) of all Capital Expenditures and Other Capital Expenditures constituting Material Capital Improvements or Other Material Capital Improvements shall be credited toward the Triennial Minimum Cap Ex Amount B applicable to the Triennial Period during which such Capital Expenditures or Other Capital Expenditures were incurred and the other fifty percent (50%) of such Capital Expenditures and Other Capital Expenditures constituting Material Capital Improvements or Other Material Capital Improvements shall not be credited toward the Triennial Minimum Cap Ex Amount B. Without limitation of anything set forth in the foregoing, it is acknowledged and agreed that any Other Capital Expenditures with respect to any one or more of the London Clubs shall not be included in the calculation of the Triennial Minimum Cap Ex Amount B. Notwithstanding the foregoing, one hundred percent (100%) of all Other Capital Expenditures expended in connection with the “Southern Indiana Redevelopment Project” (as defined in the Non-CPLV Lease) in an aggregate amount not to exceed Eighty-Five Million and No/100 Dollars ($85,000,000.00) shall be credited in full toward the Triennial Minimum Cap Ex Amount B. It is currently anticipated that such expenditures shall be expended in accordance with the following 48 schedule: (a) Thirty Million and No/100 Dollars ($30,000,000.00) in the Lease Year commencing in 2018; (b) Fifty-Two Million and No/100 Dollars ($52,000,000.00) in the Lease Year commencing in 2019; and, (c) Three Million and No/100 Dollars ($3,000,000.00) in the Lease Year commencing in 2020. “Triennial Minimum Cap Ex Requirement B”: A defined in Section 10.5(a)(iv). “Triennial Period”: Each period of three (3) full Fiscal Years during the Term. “Triennial Test Period”: With respect to any Person, for any date of determination, the period of the twelve (12) most recently ended consecutive Fiscal Quarters of such Person for which Financial Statements are reasonably likely available. “Trigger Date”: As defined on Schedule 8. “Unavoidable Delay”: Delays due to result strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or other causes beyond the reasonable control of the Party responsible for performing an obligation hereunder; provided, that lack of funds, in any benefit and of itself, shall not be deemed a cause beyond the reasonable control of a Party. “Unsuitable for Its Primary Intended Use”: A state or condition of the Leased Property such that by reason of a Partial Taking the Leased Property cannot, following restoration thereof (whether economic or non-economic) to the Company extent commercially practical), be operated on a commercially practicable basis for the Primary Intended Use for which it was primarily being used immediately preceding the taking, taking into account, among other relevant economic factors, the amount of square footage and the estimated revenue affected by such Partial Taking. “Variable Rent”: The Variable Rent component of Rent, as determined by defined in more detail in clauses (b) and (c) of the Board definition of “Rent.” “Variable Rent Base Amount”: As defined in its good faith discretionclause (b)(ii)(A) of the definition of “Rent.” “Variable Rent Determination Period”: Each of (i) the three (3) consecutive Fiscal Periods that ended immediately prior to the commencement of the (3rd) Lease Year, and (ii) the three (3) consecutive Fiscal Periods in each case that end immediately prior to the commencement of the eighth (8th) Lease Year, the eleventh (11th) Lease Year, and the first (1st) Lease Year of each Renewal Term. “Variable Rent Payment Period”: Collectively or individually, each of the First Variable Rent Period, the Second Variable Rent Period and each of the Renewal Term Variable Rent Periods. “Variable Rent Statement”: As defined in Section 3.2(a). 49 “Work”: Any and all work in the nature of construction, restoration, alteration, modification, addition, improvement or demolition in connection with the performance of any Alterations and/or any Capital Improvements. “Year 8 Decrease”: As defined in clause (b)(ii)(A) of the definition of “Rent.” “Year 8 Increase”: As defined in clause (b)(ii)(A) of the definition of “Rent.” “Year 8‑10 Variable Rent”: As defined in clause (b)(ii)(A) of the definition of “Rent.” “Year 11 Decrease”: As defined in clause (b)(ii)(B) of the definition of “Rent.” “Year 11 Increase”: As defined in clause (b)(ii)(B) of the definition of “Rent.” “Year 11-15 Variable Rent”: As defined in clause (b)(ii)(B) of the definition of “Rent.” ARTICLE III

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon-notrecurring charges and extraordinary or non-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any portion thereofimpact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) incurred outside merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted to be the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the ordinary course gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest intangibles pursuant to FAS 141R. General Partner. QualityTech GP, LLC, a Delaware limited liability company, or any other successor general partner of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred Borrower in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionIPO Event.

EBITDA. The term “EBITDA” shall mean, with With respect to Borrower and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from (but only to the calculation extent included in determination of EBITDA such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) acquisition closing costs for acquisitions closed during such period and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and distributions to minority owners); and (v) other non-cash items to the extent not already actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from the calculation such Unconsolidated Affiliates plus its Equity Percentage of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantacquisition closing costs for acquisitions closed during such period and extraordinary or non-not-to-compete payments recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and distributions to certain members of the Company’s senior management minority owners; and related expenses; (v) expenses other non-cash items to the extent not actually paid as a cash expense. Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by Borrower, any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. Any judgment, decree, order, law, license, rule or regulation pertaining to human health or the pollution or protection of the environment or the release or discharge of any Hazardous Substances into the environment, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), CERCLA, the Superfund Amendments and Reauthorization Act of 1986 (“XXXX”), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to the environment. Equity Interests. With respect to any Person, (i) any share of capital stock of (or any portion thereofother ownership or profit interests in) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plansuch Person; (viii) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual planany warrant, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call other right for the purchase or other acquisition from such Person of (a) any share of capital stock of (or other ownership or profit interests in) such Person, or (b) any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option contemplated by for the purchase or other acquisition from such Person of such shares (or such other interests) and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale date of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliatesdetermination; and (xiiiii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.other ownership or

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon‑recurring charges and unusual or non-not-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non‑recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any portion thereofimpact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) incurred outside merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the ordinary course gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of business that are approved by the Board intangibles pursuant to FAS 141R. EEA Financial Institution. EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent supervision of the Majority Executives pursuant to Section 2.3(aan EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of the Securityholders Agreement but have failed this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated consolidated supervision with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionparent.

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon-notrecurring charges and unusual or non-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or any portion thereofLoss) incurred outside from such Unconsolidated Affiliates plus its Equity Percentage of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan(i) depreciation and amortization expense; (viii) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faithInterest Expense; (viiiii) related party expenditures that are subject income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to the prior written consent remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of the Majority Executives intangibles pursuant to Section 2.3(aFAS 141R, and (ii) merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the Securityholders Agreement but have failed gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.FAS 141R. Electronic System. See §7.4. Eligible Real Estate. Real Estate:

EBITDA. The term “EBITDA” shall mean, with With respect to a Person for any fiscal periodgiven period (without duplication), “Consolidated EBITDA” as defined in the Credit AgreementNet Income (or Loss) of such Person and its Subsidiaries (excluding any Net Income (or Loss) from such Person’s Unconsolidated Affiliates), provided that plus the following should also be excluded from the calculation sum of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Noninterest expense, income tax expense, depreciation and amortization expense (including amortization of deferred financing costs and of debt issuance fees and the early write-Cash Charges off of financing costs), as reported by such Person and its Subsidiaries on a Consolidated basis in accordance with GAAP, (as defined ii) all other non-cash charges and expenses (including any charges or expenses associated with asset retirement obligations under GAAP) and non-cash compensation, minus all cash payments made during such period on account of non-cash charges or expenses added to Net Income (or Loss) pursuant to this clause (ii) in the Credit Agreementa prior period, and (iii) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates. EBITDA shall exclude (w) any extraordinary, unusual or otherwise non-recurring charges, expenses or losses, (x) any fees, expenses or charges (other than depreciation or amortization expense) related to any issuances contemplated offering of equity securities; interests of the REIT or Borrower (including, without limitation, any secondary offerings), investment, acquisition, disposition, recapitalization, origination of Mortgage Notes, or the incurrence of Indebtedness permitted to be incurred by the Loan Documents (including any prepayment, defeasance or refinancing thereof and any amendments and other modifications thereof), whether or not successful, including all fees, expenses and charges related to (i) the Transactions or (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members any amendment or other modification of the Company’s senior management Loan Documents or the Senior Notes Indenture, (y) gains (and related expenses; (vlosses) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting sale of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred assets outside the ordinary course of business related solely and gains (and losses) from debt extinguishment (including call premium, tender premium and other similar expenses), and (z) other non-cash gains, and shall not be reduced by distributions to Vestar’s activities that are unrelated to minority owners. In addition, EBITDA will exclude the Company; (ix) costs associated with any put option impact of all currency translation gains or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses losses related to non-operating currency transactions (including any litigation arising net loss or gain resulting from hedging agreements). EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments (in excess of ten percent (10%) of gross revenue as reported on the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevantREIT’s GAAP operating statement) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionunder GAAP.

EBITDA. The term “EBITDA” shall mean(i) determined on a consolidated basis for Parent and Subsidiaries, with respect net income, calculated before (without duplication): interest expense; non-cash stock compensation expense; provision for income taxes; depreciation and amortization expense; other non-cash expenses (except to the extent representing a reserve or accrual for cash expenses in another period) of Borrower Agent and its Subsidiaries (including, without limitation, non-cash amounts related to any fiscal perioddownsizing, “Consolidated EBITDA” as defined restructuring or partial close of any operations of Borrower Agent or any of its Subsidiaries); gains or losses arising from the sale of capital assets; gains arising from the write-up of assets; any extraordinary, exceptional, unusual, special or infrequent gain, loss or charge not in the Credit Agreementordinary course of business; any gains on account of a transaction which results in Parent receiving Top Golf Proceeds; and fees and expenses incurred or any amortization thereof in connection with any acquisition, provided that investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the following should also be excluded from the calculation Fourth Amendment to Fourth Amended and Restated Effective Date and any such transaction undertaken but not completed) and any charges or nonrecurring merger costs incurred during such period as a result of EBITDA any such transaction, in each case, to the extent not already excluded from otherwise prohibited hereunder (in each case of each of the calculation of Consolidated EBITDA under foregoing, to the Credit Agreement: (iextent included in determining net income) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; plus (ii) fees and expenses relating Parent’s equity in the net income of any Excluded Subsidiary up to an amount equal to the Acquisitionaggregate amount of cash actually distributed by such Excluded Subsidiary to Parent or any Subsidiary as a dividend or other distribution during the applicable period. Obligor: each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations; (iii) financing fees (both cash and non-cash) relating provided that, notwithstanding anything to the Acquisition; contrary herein (iv) covenant-not-to-compete payments including, without limitation, Section 10.1.12), in no event shall any Excluded Subsidiary be required to certain members become an Obligor. Subsidiary: any entity at least 50% of whose voting securities or Equity Interests are owned by the Parent (including indirect ownership by the Parent through other entities in which the Parent directly or indirectly owns at least 50% of the Company’s senior management and related expenses; (v) expenses (voting securities or any portion thereof) incurred outside of Equity Interests), but excluding the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionExcluded Subsidiaries.

EBITDA. The term “EBITDA” shall mean, with With respect to the REIT and its Subsidiaries for any fiscal applicable period, “Consolidated EBITDA” as defined an amount equal to, without double-counting, the consolidated Net Income (Loss) of the Borrower, the Guarantor and their respective Subsidiaries determined in accordance with GAAP (before preferred stock distributions, minority interests and excluding the Credit Agreementadjustment of rent to straight-line rent) for such period, provided that calculated without regard to gains or losses on early retirement of debt or debt restructuring, debt modification charges, and prepayment premiums, plus (x) the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreementdeducted in computing such Net Income (Loss) for such period: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; Interest Expense for such period, (ii) fees and expenses relating to the Acquisition; amortization of financing costs, (iii) financing fees (both cash and non-cash) relating losses or gains attributable to the Acquisition; sale or other disposition of assets or debt restructurings in such period, (iv) covenant-not-to-compete payments to certain members of the Company’s senior management real estate depreciation and related expenses; amortization for such period, (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and acquisition costs related to the activities giving rise acquisition of Real Estate that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period, (vi) unreimbursed transaction expenses, (vii) other non-cash charges, expenses or losses for such period, (viii) charges related to the Internalization (including the partial period management fees that are paid toaccrued between December 31, paid for or reimbursed to Vestar 2019 and its AffiliatesMarch 31, 2020), and (ix) any negative change in fair value of investments; and minus (xiiy) material expenditures or incremental expenditures inconsistent with prior practice (the following to the extent that prior practice is relevantadded in computing such Net Income (Loss) required by Board for such period: (where Management Managers i) all gains attributable to the sale or other disposition of assets in such period, and (as defined ii) any positive change in fair value of investments. The Borrower’s, the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in Guarantor’s, and any benefit (whether economic or Subsidiary’s Equity Percentage of the items comprising EBITDA of any Unconsolidated Affiliate and non-economic) to Wholly-Owned Subsidiary will be included in EBITDA, calculated in a manner consistent with the Company as determined by above described treatment for the Board in its good faith discretionBorrower, the REIT and their respective Subsidiaries.

EBITDA. The term “EBITDA” shall mean, with With respect to Parent Company and its Subsidiaries for any fiscal periodperiod (without duplication): (a) Net Income (or Loss) on a Consolidated basis, “Consolidated EBITDA” as defined in the Credit Agreementaccordance with GAAP, provided that exclusive of the following should also be excluded from the calculation of EBITDA (but only to the extent not already excluded from the calculation included in determination of Consolidated EBITDA under the Credit Agreement: such Net Income (Loss)): (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securitiesdepreciation and amortization expense; (ii) fees and expenses relating to the AcquisitionInterest Expense; (iii) financing fees (both cash and non-cash) relating to the Acquisitionincome tax expense; (iv) covenantnon‑recurring charges and unusual or non-not-to-compete payments to certain members of the Company’s senior management recurring gains and related expenseslosses; and (v) expenses other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non‑recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any portion thereofimpact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805, and (ii) incurred outside merger and acquisition costs required to be expensed under FASB ASC 805. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the ordinary course gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of business that are approved by the Board intangibles pursuant to FASB ASC 805. EEA Financial Institution. EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent supervision of the Majority Executives pursuant to Section 2.3(aan EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of the Securityholders Agreement but have failed this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated consolidated supervision with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretionparent.