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” 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 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, 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 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 meandetermined on a consolidated basis for Borrowers and Subsidiaries, with respect to any fiscal periodthe sum of (i) net income, “Consolidated EBITDA” as defined in the Credit Agreementcalculated before (a) interest expense, provided that the following should also be excluded (b) provision for income taxes, (c) depreciation and amortization expense, (d) gains or losses arising from the calculation sale of EBITDA capital assets, (e) gains arising from the write-up of assets, (f) any extraordinary gains, (g) non-cash charges and expenses (other than those which represent a reserve for or actual cash item in such period or any future period), (h) one-time non-recurring costs and expenses associated with the issuance of Equity Interests, to the extent not already excluded from such costs and expenses are financed with the calculation proceeds of Consolidated EBITDA under the Credit Agreement: such issuance, (i) Non-Cash Charges costs and expenses in connection with the termination of the Obligors’ existing credit facility and the execution of the Loan Documents, (as defined j) severance costs and expenses to the extent paid in cash in an amount not to exceed $1,000,000 in the Credit Agreementaggregate in any Fiscal Year, (k) related any non-cash losses resulting from xxxx to any issuances market accounting of equity securities; Hedging Agreements, and (l) one-time non-recurring costs and expenses in connection with the refinancing of certain of the Existing Senior Notes, the Second Lien Term Loans and the Third Lien Notes (whether or not consummated) in an amount not to exceed $10,000,000 minus (ii) fees and expenses relating non-cash gains (including those resulting from xxxx to the Acquisition; market accounting of Hedging Agreements) minus (iii) financing fees (both cash and payments made in such period to the extent such payments relate to a non-cashcash loss, charge or expense in any prior period which was added back in determining EBITDA. Eligible Assignee: a Person that is (a) relating to the Acquisitiona Lender, U.S.-based Affiliate of a Lender or Approved Fund; (ivb) covenant-not-to-compete payments to certain members any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within three Business Days after delivery of notice of the Company’s senior management and related expenses; (v) expenses (proposed assignment), that is organized under the laws of the United States or any portion state or district thereof) incurred outside , has total assets in excess of the $5 billion, extends asset-based lending facilities in its ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 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 Code 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 Affiliatesother Applicable Law; and (xiic) material expenditures or incremental expenditures inconsistent with prior practice (during any Event of Default, any Person reasonably acceptable 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 Agent in its good faith discretion.

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 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 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.

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; 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 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 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 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 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 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 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: