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

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

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),

any federal, state, local and foreign income tax expense for that period and, without duplication, Tax Distributions made in (or payable with respect to) that period;

loss from extraordinary items for such period;

tax expense based on income, profits or capital, including federal, foreign, state, franchise and similar taxes (and for the avoidance of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority),

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. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrowers following the ClosingRestatement Date to be less than 2.50 to 1.00.

“Consolidated Interest Expense” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, interest expense (including equipment financing interest) for such period, determined in accordance with GAAP.

“Consolidated Interest Coverage Ratio”: for any period, the ratio of # Adjusted Consolidated EBITDA to # Consolidated Cash Interest Expense for such period.