Consolidated foreign, federal and state income tax expenses for Subject Period: $

Consolidated Fixed Charges for the Company and its Domestic Subsidiaries on a Consolidated basis for the Subject Period:

the Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Fixed Charges were deducted in computing such Consolidated Net Income; plus

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of # Adjusted Consolidated EBITDA for the Measurement Period ending on such date, to # Fixed Charges for such Measurement Period.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any determination date, the ratio of # Consolidated Cash Flow Available for Fixed Charges for the prior four full fiscal quarters (the “Four Quarter Period”) for which financial results have been reported immediately preceding the determination date (the “Transaction Date”), to # the aggregate Consolidated Interest Incurred for the Four Quarter Period. For purposes of this definition, “Consolidated Cash Flow Available for Fixed Charges” and “Consolidated Interest Incurred” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of # Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date to # Fixed Charges for the period of the four fiscal quarters most recently ending on such date.

“Consolidated Fixed Charges” means, with respect to the Corporation and its Subsidiaries on a consolidated basis for any period, an amount equal to # Consolidated Interest Expense for the most recently ended Test Period plus # Consolidated Mandatory Amortization for such Test Period plus # the cash value of all PIK Distributions, Cash Distributions and any other dividends or distributions accrued on any preferred securities of the Corporation or its Subsidiaries during such Test Period (including for the avoidance of doubt the Series C Preferred Units) plus # the Corporation’s and its Subsidiaries’ aggregate ownership percentage of all Consolidated Fixed Charges from Unconsolidated Affiliates (without duplication of this [clause (iv)]), plus # the ground lease payments during such Test Period to the extent not otherwise included.

Consolidated Fixed Charge Coverage Ratio. Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ending on the last day of any fiscal quarter of Borrower to be less than 1.10:1.00.

Furthermore, in calculating “Consolidated Cash Flow Available for Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”

Consolidated Fixed Charge Coverage Ratio (Line G.i ÷ Line G.ii) ​ to 1.00

(i) Consolidated EBITDA for such four-quarter period

Consolidated Fixed Charge Coverage Ratio ((Line A.9. – Line B.3.) ÷ Line C.6.): to 1.00

“Fixed Charges” shall mean, with respect to any Person for any period, the sum of, without duplication:

"Fixed Charges" means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis in accordance with Applicable Accounting Principles, the sum, without duplication, of # Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, # principal payments in respect of Indebtedness that are required to be paid during such period, and # all federal, state, and local income taxes accrued during such period.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus # without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of # consolidated interest expense for such period, # consolidated income tax expense for such period, # all amounts attributable to depreciation and amortization for such period, # any extraordinary or non-recurring non-cash charges, including non-cash restructuring charges, for such period (it being understood that non-cash goodwill and intangible asset impairment charges will be deemed to be non-recurring non-cash charges); provided, however, that cash expenditures in respect of charges referred to in this [clause (iv)] shall be deducted in determining Consolidated EBITDA for the period during which such expenditures are made, # stock-based employee compensation expense, and # losses from sales and dispositions of assets outside the ordinary course of business, and minus # without duplication and to the extent included in determining such Consolidated Net Income, # any extraordinary or non-recurring gains for such period and # gains from sales or dispositions of assets outside the ordinary course of business, all determined on a consolidated basis in accordance with GAAP.