Consolidated EBITDA/Consolidated Net Interest Expense Ratio. Ratio of Consolidated EBITDA to Consolidated Net Interest Expense not less than 3.00 to 1.00 as of each Fiscal Quarter end, determined on a rolling 4-quarter basis.

Charges with respect to any de novo facility, including any construction, pre-opening and start-up period prior to opening, until such facility has been open and operating for a period of 18 consecutive months;

the provision for Federal, state, local and foreign income Taxes,

Consolidated EBITDA/Consolidated Net Interest Expense Ratio. Ratio of Consolidated EBITDA to Consolidated Net Interest Expense not less than 3.00 to 1.00 as of the end of the Fiscal Quarter ended nearest to April 30, 2022, and as of the end of the Fiscal Quarter ending nearest to April 30, 2023 and as of each Fiscal Quarter end thereafter, all as determined on a rolling 4-quarter basis.

any depreciation and amortization expense (including amortization of debt discounts, fees and charges incurred in connection with Indebtedness),

LEGAL_US_E # 159035042.9

any net after tax extraordinary, nonrecurring or unusual loss, expense or charge (less all fees and expenses relating thereto) including without limitation any severance, relocation, office or facility closure or other restructuring charge or restructuring expense, in an aggregate amount not to exceed $8,000,000 while the Loan is outstanding; and

any loss from extraordinary items,

any loss from Extraordinary Items,

any depreciation and amortization expense (including amortization of debt discounts, fees and charges incurred in connection with Indebtedness),