Common use of Whenever Pro Forma Effect is to be given to a Specified Transaction Clause in Contracts

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and savings from synergies resulting from or relating to any Specified Transactions (including the Transaction) which is being given Pro Forma Effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period) and “run-rate” shall mean the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six (36) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a).

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Holdings and may include, for the avoidance of doubt, the amount of “runRun-rate” rate cost savings, synergies and operating expense reductions and savings from synergies resulting from or relating projected by Holdings to be realized as a result of any Specified Transactions Transaction (including the TransactionTransactions) which is being given Pro Forma Effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period) period and “run-rate” shall mean the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the BorrowerHoldings, (B) the aggregate amount of cost savings, synergies and operating expense reductions, when aggregated with the addbacks being made for such actions are taken, committed Test Period pursuant to be taken or with respect to which substantial steps have been taken or are expected to be taken clause (in the good faith determination vii) of the Borrower) no later than thirty-six (36) months after definition of Consolidated EBITDA, shall not exceed the date of such Specified Transactioncap set forth therein, (C) any cost savings, synergies and operating expense reductions included pursuant to this Section 1.08(c) shall be subject to the other limitations set forth in clause (vii) of the definition of Consolidated EBITDA and (D) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a).period. 80

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Holdings and may include, for the avoidance of doubt, the amount of “runRun-rate” rate cost savings, synergies and operating expense reductions and savings from synergies resulting from or relating projected by Holdings to be realized as a result of any Specified Transactions Transaction (including the TransactionTransactions) which is being given Pro Forma Effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period) period and “run-rate” shall mean the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the BorrowerHoldings, (B) the aggregate amount of cost savings, synergies and operating expense reductions, when aggregated with the addbacks being made for such actions are taken, committed Test Period pursuant to be taken or with respect to which substantial steps have been taken or are expected to be taken clause (in the good faith determination vii) of the Borrower) no later than thirty-six (36) months after definition of Consolidated EBITDA, shall not exceed the date of such Specified Transactioncap set forth therein, (C) any cost savings, synergies and operating expense reductions included pursuant to this Section 1.08(c) shall be subject to the other limitations set forth in clause (vii) of the definition of Consolidated EBITDA and (D) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a)period.

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and savings from synergies resulting from or relating to any Specified Transactions (including projected by the Transaction) which is being given Pro Forma Effect that have been realized or are expected Borrower in good faith to be realized and for which the as a result of specified actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period) and “run-rate” shall mean means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costscompliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six within eighteen (3618) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX (or any other components thereof)Cash Flow, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a)period.

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and savings from synergies resulting from or relating to any Specified Transactions (including the TransactionTransaction (as defined in the First Lien Credit Agreement) which is being given Pro Forma Effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period) and “run-rate” shall mean the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six (36) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a).

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and savings from synergies (including cost, revenue, margin and reimbursement synergies) resulting from from, or relating to related to, any Specified Transactions Transaction (including including, for the Transactionavoidance of doubt, any applicable actions or transactions occurring prior to the Closing Date) which is being given Pro Forma Effect that have been realized or are expected projected by the Borrower in good faith to be realized and for which the result from actions necessary to realize such cost savings, operating expense reductions and savings from synergies are either taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken taken, in each case under this clause (in the good faith determination c), calculated (1) net of the Borroweramount of actual benefits realized prior to, or during, such period from such actions and (2) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and savings from synergies had been realized on the first day of such period and as if for the entirety of such period; provided that a in the good faith determination of an Authorized Officer of the Borrower, such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such periodare reasonably identifiable; provided further, that (x) it is understood and agreed that “run-rate” shall mean means the full recurring benefit for a period that is associated with any action or transaction either taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during compliance costs with public company requirements), and any such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable adjustments shall be included in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six (36) months after the date initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction, Transaction (Cand in respect of any subsequent pro forma calculations in which such Specified Transaction is given Pro Forma Effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests and (y) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and period. With respect to any pro forma calculation that is required to be made in connection with any acquisition or other Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (Deven if for differing periods) it is understood and agreed that subject or such other commercially reasonable basis as the Borrower may elect. Notwithstanding anything to compliance with the other provisions contrary in this Agreement, when calculating Consolidated EBITDA on a Pro Forma Basis solely for purposes of this clause (c)3) of the Available Amount Growing Prong, amounts to at the election of the Borrower, Specified Transactions occurring after the Closing Date shall not be included in given pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a)effect.

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Borrower Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions reductions, operating improvements and savings from synergies (including cost, revenue, margin and reimbursement synergies) resulting from or relating to any such Specified Transactions Transaction (including and related insourcing initiatives) projected by the Transaction) which is being given Pro Forma Effect that have been realized or are expected Issuer in good faith to be realized and for which the as a result of actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions reductions, operating improvements and savings from synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating improvements and savings from synergies were realized during the entirety of such period) period and such that “run-rate” shall mean means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to for which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions, operating improvements and synergies are given Pro Forma Effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the BorrowerIssuer, (B) such actions are taken, committed to be taken or substantial steps with respect to which substantial steps have been taken such actions are or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six (36) months after the date of such Specified Transactiontaken, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it period. With respect to any pro forma calculation that is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts required to be included made in pro forma calculations pursuant to this Section 1.12 connection with any acquisition or other Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Issuer are available, the Issuer shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Issuer may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a)elect.

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of any of the Borrower and may include, Borrowers for the avoidance period of doubtfour fiscal quarters of the Parent most recently ended for which financial statements have been delivered under this Agreement, as applicable, and (x) each of the amount Consolidated Total Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of “runsuch four-rate” cost savings, operating expense reductions and savings from synergies resulting from or relating to any Specified Transactions quarter period but not later than the date of such calculation (including the Transaction) pro forma adjustments arising out of events which is being given Pro Forma Effect that have been realized or are attributable to such Specified Transactions, are factually supportable and are expected to be realized and for which have a continuing impact, as certified by the actions necessary to realize such cost savingsChief Financial Officer (or, operating expense reductions and savings from synergies are takenif none serving, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination any principal financial officer) of any of the Borrower) (calculated on a Pro Forma Basis Borrowers to the Administrative Agent, as though if such cost savings, operating expense reductions and savings from synergies Specified Transactions had been realized on occurred in the first day of such four-quarter period and as if such cost savings, operating expense reductions and savings from synergies were realized during the entirety of such period(y) and “run-rate” shall mean the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, effect shall be given to such designation and all other designations of Unrestricted Subsidiaries as Restricted Subsidiaries after the first day of such four-quarter period and on or are expected prior to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net date of the amount then applicable designation of actual benefits realized during such period from such actionsan Unrestricted Subsidiary as a Restricted Subsidiary, collectively; provided that notwithstanding the foregoing, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (Aand not Pro Forma Compliance or compliance on a Pro Forma Basis) such amounts are reasonably identifiable and factually supportable with any covenant pursuant to Section 7.11, the events described in the good faith judgment definition of Pro Forma Basis (and corresponding provisions of the Borrower, (Bdefinition of Consolidated EBITDA) such actions are taken, committed that occurred subsequent to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination end of the Borrower) no later than thirty-six (36) months after the date of such Specified Transaction, (C) no amounts applicable four quarter period shall not be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with the other provisions of this clause (c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(a)Effect.

Whenever Pro Forma Effect is to be given to a Specified Transaction. the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower or Holdings and may include, at the Borrower’s or Holding’s option, for the avoidance of doubt, (x) the amount of pro forma “run-run rate” cost savings, operating expense reductions reductions, operational improvements and savings from synergies resulting from or relating related to any such Specified Transactions Transaction (including expected revenue enhancements) that are reasonably identifiable and projected by the Transaction) which is being given Pro Forma Effect Borrower or Holdings in good faith to result from actions that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and savings from synergies are taken, committed to be taken or with respect to which substantial steps have been taken or initiated or are expected to be taken (in the good faith determination of the BorrowerBorrower or Holdings) within the first 18 months after such Specified Transaction and reasonably anticipated (in the good faith determination of the Borrower or Holdings) to be realized during such period (calculated (i) on a Pro Forma Basis pro forma basis as though such cost savings, operating expense reductions reductions, operating improvements and savings from synergies had been realized on the first day of such period the applicable Measurement Period and as if such cost savings, operating expense reductions reductions, operational improvements and savings from synergies were realized during the entirety of such periodMeasurement Period and (ii) and such that “run-rate” shall mean means the full recurring benefit for a period that is associated with any action takensuch actions or steps) relating to such Specified Transaction, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual benefits realized during such period Measurement Period from such actionsactions or steps, (y) any pro forma adjustments reflected (in reasonable detail) by any due diligence quality of earnings report conducted by a “big four” accounting firm, FTI Consulting, Inc. or another third-party financial advisor reasonably acceptable to the Administrative Agent and retained by Holdings or any of its Subsidiaries, and (z) any pro forma adjustments determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, as interpreted by the staff of the SEC (or any successor agency); provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than thirty-six (36) months after the date of such Specified Transaction, (C) no amounts shall be added back in computing Consolidated Adjusted EBITDA pursuant to this clause (cSection 1.4(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAX (or any other components thereof)Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that subject to compliance with Measurement Period; provided, that, the other provisions aggregate amount of this clause (c), amounts to be included in pro forma calculations all addbacks pursuant to this Section 1.12 may be included 1.4(c)(x), together with the adjustments set forth in Test Periods clause (f) of the definition of Consolidated Adjusted EBITDA shall not exceed, in which the Specified Transaction aggregate, 25% of Consolidated Adjusted EBITDA (calculated prior to which giving effect to such amounts related is no longer being given Pro Forma Effect pursuant to Section 1.12(aaddbacks and adjustments).