Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.
Fixed Charges the sum of (a) Net Interest Expense, (b) regularly scheduled principal payments on funded Debt paid or payable currently in cash for such period (other than payments made by the Borrowers and their Restricted Subsidiaries to the Borrowers and their Subsidiaries), and (c) Restricted Payments made under clauses (b), (c), (d), (h)(iv) (only to the extent the Borrowers would have relied on the Payment Conditions to make such Investment) and (j) of the definition of “Permitted Restricted Payments” (but excluding any Restricted Payments that are otherwise consolidated) made in cash during any fiscal period. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in Fixed Charges (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Acquired Entity or Business (but not including the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) determined on a Pro Forma Basis. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Asset Disposition is consummated, there shall be excluded in Fixed Charges (without duplication) as if such Permitted Asset Disposition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Disposed Entity or Business (but not excluding the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Disposed Entity or Business for such period (including the portion thereof occurring prior to such disposition) determined on a Pro Forma Basis. FLSA: the Fair Labor Standards Act of 1938. Flood Insurance Laws: collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
Interest Expense Coverage Ratio The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for any period of four consecutive fiscal quarters ending after the Effective Date, to be less than 4.0 to 1.0.
Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000
Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.