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

depreciation and amortization expenses and other non-cash charges to earnings,

income tax expense determined on a consolidated basis in accordance with GAAP,

provision for taxes based on income, gross receipts, profits or capital of any member of the Restricted Group, including federal, state, local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period including # penalties and interest related to such taxes or arising from any tax examinations and # in respect of repatriated funds (whether imposed on payor or payee and including any dividend distribution taxes),

Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than 3.50 to 1.

Consolidated Interest Coverage Ratio. As of the last day of each fiscal quarter, [[Borrower Agent:Organization]] shall maintain a ratio (the “Interest Coverage Ratio”) of # the Adjusted Net Income of [[Borrower Agent:Organization]] plus interest expense of [[Borrower Agent:Organization]], each on a trailing twelve month basis (numerator), to # interest expense of [[Borrower Agent:Organization]] on a trailing twelve month basis (denominator) of not less than 1.5:1.0. As used herein, “interest expense” means the aggregate amount of interest expense of [[Borrower Agent:Organization]] accruing during such fiscal period in accordance with GAAP on all Funded Debt (including Borrowers’ Obligations to Agent and Lenders), as such interest expense is reflected in the financial statements of Regional in accordance with GAAP (including as such interest expense may be increased or decreased in accordance with GAAP as a result of any applicable interest rate Hedge Agreements); provided that, notwithstanding the foregoing, interest expense # in respect of Bank Product Obligations or # constituting amortized debt issuance costs, in each case, shall not be included as interest expense in the calculation of such ratio.

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

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.

“Consolidated Interest Charges” means, for any period, the sum, for the Company and its consolidated Subsidiaries (determined in accordance with GAAP), of all interest in respect of Consolidated Funded Indebtedness (including, without limitation, the interest component of any payments in respect of capital lease obligations, but excluding # commissions, discounts, yield and other fees and charges (and any interest expense) incurred in connection with any Permitted Securitization Transaction and # any capitalized financing costs) accrued during such period (whether or not actually paid during such period).

Consolidated Net Income (determined in accordance with GAAP) (calculated before deducting Consolidated Income Tax Expense, Consolidated Interest Expense, Specified Restructuring Charges, unusual items, non-cash charges related to expensing employee stock options and other share-based payments as, and to the extent, required by GAAP, and income or loss attributable to the equity in Affiliates) for such period, plus