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

Amended Definitions. The definitions of "Consolidated", "Consolidated Capital Expenditures", "Consolidated EBITDA", "Consolidated Fixed Charge Coverage Ratio", "Consolidated Fixed Charges", "Consolidated Interest Charges" and "Consolidated Net Income" set forth in [Section 1.01] of the Credit Agreement are hereby amended in their entirety and restated as follows:

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.

"Consolidated Fixed Charge Coverage Ratio" means the ratio, determined on a Consolidated basis for the Company and its Domestic Subsidiaries for the most recent Measurement Period, of # Consolidated EBITDA minus Consolidated Capital Expenditures to # Consolidated Fixed Charges.

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” 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:

“Consolidated Fixed Charge Coverage Ratio” shall mean, with respect to any Test Period, the ratio of # Consolidated EBITDA of Lead Borrower and its Restricted Subsidiaries for such Test Period to # Consolidated Fixed Charges for such Test Period, in each case, calculated on a Pro Forma Basis.

the Consolidated Cash Flow Available for Fixed Charges and the Consolidated Interest Incurred attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded.

“Fixed Charges” means, for any period of four consecutive fiscal quarters, # Consolidated Interest Expense plus # plus scheduled principal payments on Indebtedness actually made plus # the Fixed Charge RP Amount.

cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated Cash Flow Available for Fixed Charges in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated Cash Flow Available for Fixed Charges pursuant to [clause (k)] below for any previous period and not added back, minus

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

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

Finance Charges. ​ may, but is not required to, deduct the amount of accrued Finance Charge from Collections received by ​. The accrued and unpaid Finance Charge shall be due and payable within 10 calendar days after each Month End during the term hereof.

LATE CHARGES. If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five (5) business days after Tenant's receipt of written notice from Landlord that said amount is delinquent, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any reasonable attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after Tenant's receipt of written notice that said amount is delinquent shall bear interest from the date when due until paid at a rate per annum equal to the lesser of # the annual "Bank Prime Loan" rate cited in the Federal Reserve Statistical Release Publication ​(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus four (4) percentage points, and # the highest rate permitted by applicable law.

Handling Charges. In the event that any check, draft, or other instrument of payment given by Tenant to Landlord is dishonored or returned for any reason, Tenant shall pay to Landlord the sum of ​ in addition to any Late Charge under the Lease and Landlord, at its option, may require all future Rent be paid by automatic direct deposit, cashier’s check or certified funds. Payments will be applied first to accrued Late Charges and attorney’s fees (if any), second to accrued interest, then to Base Rent and Operating Expenses, and any remaining amount to any other outstanding charges or costs. The acceptance of Late Charges and returned check charges by Landlord will not constitute a waiver of Default nor any other rights or remedies of Landlord.