“Excess Cash Flow Period” means each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2021.

“Fiscal Year” means the fiscal year of the ​ and its Subsidiaries ending on the Saturday closest to January 31 in the following calendar year.

Plan Year: Each fiscal year commencing January 1 and ending December 31 of each calendar year.

Fiscal Period. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or returns required by law.

-1 The “Determination Date,” with respect to the first Plan Year of any plan, means the last day of that Plan Year, and with respect to each subsequent Plan Year, means the last day of the preceding Plan Year. If any other plan has a Determination Date which differs from this Plan’s Determination Date, the top-heaviness of this Plan shall be determined on the basis of the other plan’s Determination Date falling within the same calendar years as this Plan’s Determination Date.

“Fiscal Year” means the fiscal year of the Company and its Subsidiaries, which period will be the 12‑month period ending on the last day of December of each year.

“Fiscal Quarter” means a fiscal quarter of a Fiscal Year, which period is the 3‑month period ending on the last day of each of March, June, September, and December of each year.

“Cure Specified Date” shall mean, with respect to any of the first three fiscal quarters of the Borrower in a fiscal year, within forty five (45) days after the end of such fiscal quarter, and with respect to the fourth fiscal quarter of the Borrower in a fiscal year, within ninety (90) days after the end of such fiscal quarter, in each case, commencing with the fiscal quarter ending June 30, 2022.

Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the Interest Coverage Ratio for the first three (3) fiscal quarters of Holdings ending after the Effective Date all amounts set forth in clause (b) of this definition shall be annualized as follows: # for the period ending on the last day of the first fiscal quarter of Holdings ending after the Effective Date, such amounts set forth in clause (b) of this definition for such first fiscal quarter times four (4), (B) for the period ending on the last day of the second fiscal quarter of Holdings ending after the Effective Date, such amounts set forth in clause (b) of this definition for the first and second fiscal quarters of Holdings ending after the Effective Date, times two (2), and (C) for the period ending on the last day of the third fiscal quarter of Holdings ending after the Effective Date, such amounts set forth in clause (b) of this definition for the first, second and third fiscal quarters of Holdings ending after the Effective Date, times four-thirds (4/3).

SECTION # Net Leverage Ratio. Permit the Net Leverage Ratio as of the last day of any fiscal quarter of Holdings, commencing with the first (1st) fiscal quarter ending after the Effective Date, to be greater than # with respect to each of the first (1st) fiscal quarter ending after the Effective Date and the three (3) fiscal quarters ending immediately thereafter, 4.00 to 1.00, # with respect to each of the fifth (5th) fiscal quarter ending after the Effective Date and the three (3) fiscal quarters ending immediately thereafter, 3.75 to 1.00, and # with respect to each of the ninth (9th) fiscal quarter ending after the Effective Date and each fiscal quarter ending thereafter, 3.50 to 1.00the applicable ratio set forth opposite such fiscal quarter below; provided that in the event the Borrower or any of the Subsidiaries consummates a Qualified Material Acquisition after the Covenant Relief Period, the Borrower may, by notice delivered to the Administrative Agent, elect to increase the maximum Net Leverage Ratio permitted by this Section