Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Significant Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition under Section 6.04(g) or whether the Borrower may take any actions requiring compliance with would result in a specified ratioDefault or an Event of Default), the Consolidated Total Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, amended and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset SaleAcquisition; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)occurs, the Consolidated Leverage Ratio, the Consolidated Net Senior Secured Leverage Ratio and Consolidated Secured Net Debt the Interest Coverage Ratio shall be calculated with respect to such period (and, to the extent applicable, subsequent periods) on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact supportable and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; Acquisition, provided that all such adjustments cost savings shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower all entities or assets so acquired or to be acquired and the Subsidiaries consolidated financial statements of SSCC and the Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Asset SaleAcquisition, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on at the first day beginning of such period. In addition, solely for purposes of determining pro forma compliance with the Interest Coverage Ratio for purposes of Section 6.05(f), any Indebtedness incurred in connection with such Permitted Acquisition and any other Permitted Acquisitions that have been consummated during the period shall be assumed to have been incurred at the beginning of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Significant Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)occurs, the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or Asset SaleAcquisition; provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the BorrowerParent), using, for purposes of making such calculations, the historical financial statements of Parent, the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, had been consummated on the first day of such period. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Leverage Ratio Condition would be met), the Leverage Ratio shall be calculated on a pro forma basis as provided in the preceding sentence.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale Prepayment Event occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition under Section 6.04(g) or whether the Borrower may take any actions requiring compliance with would result in a specified ratioDefault), the Consolidated Total Leverage Ratio, Consolidated Net the First Lien Debt Leverage Ratio and Consolidated Secured Net Debt and, for purposes of determining whether an acquisition is a Permitted Acquisition under Section 6.04(g), the Interest Coverage Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) Prepayment Event (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) in the case of a Permitted Acquisition pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset SaleAcquisition; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the BorrowerHoldings), using, for purposes of making such calculations, the historical financial statements of the Borrower Holdings and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset SaleSale Prepayment Event, and any other Permitted Acquisitions and or Asset Sales Sale Prepayment Events that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to Unless otherwise provided herein, the Leverage Ratio, Interest Coverage Ratio and the applicable components of the Financial Covenants as of any date shall be calculated based on the most recently completed period of four consecutive fiscal quarters during for which any Permitted Acquisition or Asset Sale occurs (financial statements are available, and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis basis, shall be calculated after giving effect to such Permitted Acquisition or Asset Sale (the Transactions and any related repayment acquisition or incurrence disposition of assets with a value in excess of $5,000,000, or any incurrence, payment, refinancing, restructuring or retirement of Indebtedness) (, any designation of any Subsidiary as an Unrestricted Subsidiary and any re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any other applicable transaction for which any calculation herein is required to be made on a pro forma basis, in each case which occurred during the most recently completed period of four consecutive fiscal quarters for which financial statements are available or after the end of such period but on or prior to such date, as though each such transaction had occurred at the beginning of such period, including, without duplication, giving effect to (ai) all pro forma adjustments permitted or required by Article 11 of Regulation S-S X under the Securities Act of 1933, as amended, and (bii) even if inconsistent with preceding clause (i), pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Saletransaction; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the BorrowerBorrowing Agent), using, for purposes of making such calculations, the historical financial statements of the Borrower Holdings and the Restricted Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Saletransaction, and any other Permitted Acquisitions and Asset Sales such transactions that have been consummated during the period, had been consummated on the first day of such period. Whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrowing Agent. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period (taking into account any Hedging Agreements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrowing Agent to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making a pro forma computation hereunder, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrowing Agent may designate.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition Acquisition, other acquisition permitted pursuant to Section 6.04 or Significant Asset Sale occurs (occurs, each of the Total Leverage Ratio and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Secured Net Leverage Ratio, and, without duplication, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall EBITDA, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition Acquisition, acquisition or Significant Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (bc) pro forma adjustments for cost savings and other operating efficiencies synergies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or synergies are reasonably expected to be implemented and such cost savings and operating efficiencies are factually identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or Asset Saleacquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period); provided that at the election of the Borrower, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $50,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), usingassuming, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition Acquisition, Subsidiary Designation, acquisition permitted pursuant to Section 6.04 or Significant Asset SaleSale (and related repayment of Indebtedness), and any other Permitted Acquisitions and Significant Asset Sales (and related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated prior to giving effect to such additions and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Secured Net Leverage Ratio Condition would be met), the Secured Net Leverage Ratio shall be calculated on a pro forma basis as provided in the preceding sentence.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments should be reasonably satisfactory to the Agent and shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any applicable period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs acquisition (and for purposes other than acquisitions in the ordinary course of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratiobusiness), Investment (other than intercompany Investments between or among Borrower or any Restricted Subsidiary or Investments in the Consolidated ordinary course of business), disposition, merger or similar event occurs as permitted pursuant to the terms hereof, the financial covenant set forth in Section 6.7, the First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Total Net Leverage Ratio and Consolidated Secured Net Debt Ratio Tangible Assets shall be calculated with respect to such period and such acquisition, Investment, disposition, merger or similar event on a “pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated basis” as if such Permitted Acquisition acquisition, investment, disposition, merger or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated similar event occurred on the first day of such period. Pro forma calculations made pursuant to this Section 1.3 shall be made in good faith by an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realizable within 12 months after the consummation of the relevant transaction; provided that (i) increases to Consolidated Adjusted EBITDA shall be limited to cost savings and synergies for relevant transactions that the Borrower or any of its Restricted Subsidiaries have determined to consummate or have consummated, which cost savings and synergies are either (x) permitted by Regulation S-X of the Exchange Act or are (y) quantifiable, factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to the Administrative Agent, (ii) such cost savings and synergies shall be calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period, (iii) such cost savings and synergies shall be calculated net of the amount of actual benefits realized during the relevant applicable period from such actions; (iv) any increase in Consolidated Adjusted EBITDA in respect of such cost savings and synergies shall not, together with the amount by which Consolidated Adjusted EBITDA is increased pursuant to clause (xiii) of the definition of “Consolidated Adjusted EBITDA,” exceed in the aggregate fifteen percent (15%) of Consolidated Adjusted EBITDA (calculated without giving effect to this clause or Section 1.3) and (v) the effect of any such cost savings and synergies shall be without duplication of any other increase to Consolidated Adjusted EBITDA pursuant to this Section or any of the provisions of the definition thereof. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition under Section 6.04(g) or whether the Borrower may take any actions requiring compliance with would result in a specified ratioDefault or an Event of Default), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or any Asset Sale (and any related repayment or incurrence of Indebtedness) occurring during such period (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months (or 18 months with respect to the acquisition of Casino Queen) following such Permitted Acquisition or and (c) in the case of an Asset Sale, excluding the Consolidated EBITDA of any person disposed of by Holdings, the Affiliated Guarantors or the Subsidiaries during such period (assuming the consummation of such disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period); provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower Borrower, the Affiliated Guarantors and the Subsidiaries which shall be reformulated (where relevant) as if such Permitted Acquisition or Asset Sale, as applicable, and any other Permitted Acquisitions and or Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any period For the purposes of four consecutive fiscal quarters during which (i) the Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Permitted Acquisition or Acquisition, and (ii) the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)action or proposed action pursuant to Payment Conditions, in each case, the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio applicable calculation shall be calculated made with respect to such the applicable period (and, to the extent applicable, subsequent periods) on a pro forma basis after giving effect to such Permitted Acquisition or Acquisition, Asset Sale (and any related repayment or incurrence of Indebtedness) action or proposed action pursuant to Payment Conditions, as the case may be (including, without duplication, in respect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expensesexpense) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact supportable and have been realized or are reasonably expected to be realized within 12 months following such the Permitted Acquisition or Asset Sale; Acquisition, provided that all such adjustments cost savings shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower)AbitibiBowaterResolute, using, for purposes of making such calculations, the historical financial statements of the Borrower all entities or assets so acquired or to be acquired and the Subsidiaries consolidated financial statements of AbitibiBowaterResolute and its Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and or Asset Sales that have been consummated during the period, had been consummated on at the first day beginning of such period. In addition, solely for purposes of determining the Consolidated Fixed Charge Coverage Ratio, any Indebtedness incurred or repaid in connection with any Permitted Acquisition or Asset Sale and any other Permitted Acquisitions or Asset Sales that have been consummated during the period shall be assumed to have been incurred or repaid at the beginning of such period.

Pro Forma Calculations. With respect to To the extent the Borrower or any Subsidiary makes any Acquisition permitted hereunder or disposition of material assets outside the ordinary course of business not prohibited hereunder during the period of four consecutive fiscal quarters during which any Permitted of the Borrower most recently ended, if the Borrower is required to make pro forma disclosures relating to such Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect disposition pursuant to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under of the Securities Act of 1933, as amended, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (b) including pro forma adjustments for cost savings and other operating efficiencies (net arising out of continuing associated expenses) events which are directly attributable to the extent acquisition or the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies disposition of assets, are factually supportable, supportable and are expected to have a continuing impact impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the Securities and have been realized Exchange Commission, and as certified by a Responsible Officer), as if such acquisition or are reasonably expected such disposition (and any related incurrence, repayment or assumption of indebtedness) had occurred in the first day of such four-quarter period. With respect to any provision in this Agreement which would require the Total Leverage Ratio, the Senior Secured Leverage Ratio or the Fixed Charge Coverage Ratio to be realized within 12 months following calculated on a pro forma basis, such Permitted Acquisition or Asset Sale; provided that all such adjustments calculation shall be set forth made in a reasonably detailed certificate of a Financial Officer of accordance with the Borrower), using, foregoing sentence and giving pro forma effect to the transaction for purposes of making which such calculations, calculation is being made (together with any related transaction) based on the historical most recent financial statements of the Borrower and delivered hereunder. Notwithstanding ‑31‑ anything to the Subsidiaries which contrary in this Agreement, only those leases that would constitute capital leases or financing leases in conformity with GAAP prior to December 31, 2018 shall be reformulated as if such Permitted Acquisition or Asset Saleconsidered Capital Leases, and all calculations and deliverables under this Agreement or any other Permitted Acquisitions and Asset Sales that have been consummated during the periodLoan Document shall be made or delivered, had been consummated on the first day of such periodas applicable, in accordance therewith.

Pro Forma Calculations. With respect to To the extent the Borrower or any Subsidiary makes any Acquisition permitted hereunder or disposition of material assets outside the ordinary course of business not prohibited hereunder during the period of four consecutive fiscal quarters during which any Permitted of the Borrower most recently ended, if the Borrower is required to make pro forma disclosures relating to such Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect disposition pursuant to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under of the Securities Act of 1933, as amended, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (b) including pro forma adjustments for cost savings and other operating efficiencies (net arising out of continuing associated expenses) events which are directly attributable to the extent acquisition or the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies disposition of assets, are factually supportable, supportable and are expected to have a continuing impact impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the Securities and have been realized Exchange Commission, and as certified by a Responsible Officer), as if such acquisition or are reasonably expected such disposition (and any related incurrence, repayment or assumption of indebtedness) had occurred in the first day of such four- quarter period. With respect to any provision in this Agreement which would require the Total Leverage Ratio, the Senior Secured Leverage Ratio or the Fixed Charge Coverage Ratio to be realized within 12 months following calculated on a pro forma basis, such Permitted Acquisition or Asset Sale; provided that all such adjustments calculation shall be set forth made in a reasonably detailed certificate of a Financial Officer of accordance with the Borrower), using, foregoing sentence and giving pro forma effect to the transaction for purposes of making which such calculations, calculation is being made (together with any related transaction) based on the historical most recent financial statements of the Borrower and delivered hereunder. Notwithstanding anything to the Subsidiaries which contrary in this Agreement, only those leases that would constitute capital leases or financing leases in conformity with GAAP prior to December 31, 2018 shall be reformulated as if such Permitted Acquisition or Asset Saleconsidered Capital Leases, and all calculations and deliverables under this Agreement or any other Permitted Acquisitions and Asset Sales that have been consummated during the periodLoan Document shall be made or delivered, had been consummated on the first day of such period.as applicable, in accordance therewith. Section 1.5

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which the Permitted HMA Transaction or any Permitted Acquisition or Acquisition, other acquisition permitted pursuant to Section 6.04, Significant Asset Sale occurs or Spinout Transaction occurs, each of the Leverage Ratio and the Secured Net Leverage Ratio, and, without duplication, Consolidated EBITDA (and other than for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)Interest Coverage Ratio) and Total Assets, the Consolidated Leverage Ratioshall, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition Acquisition, acquisition, Significant Asset Sale, the Permitted HMA Transaction or Asset Sale Spinout Transaction (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for designation of any Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (c) except in the case of the Permitted HMA Transaction, pro forma adjustments for cost savings and other operating efficiencies synergies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or synergies are reasonably expected to be implemented and such cost savings and operating efficiencies are factually identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or Asset Saleacquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period); provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the BorrowerParent), usingassuming, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if Permitted HMA Transaction or such Permitted Acquisition Acquisition, Subsidiary Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Asset SaleSpinout Transaction (and related repayment of Indebtedness), and any other Permitted Acquisitions and Acquisitions, Significant Asset Sales and Spinout Transactions (and related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Secured Net Leverage Ratio Condition would be met), the Secured Net Leverage Ratio shall be calculated on a pro forma basis as provided in the preceding sentence.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether i)When calculating the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Secured Net Leverage Ratio, Consolidated the Total Net Leverage Ratio and Consolidated Secured Net Debt the Interest Coverage Ratio for any purpose, and when calculating total assets, consolidated total assets and revenue for purposes of identifying “Material Domestic Subsidiaries” and “Material Foreign Subsidiaries,” Specified Transactions identified by the Borrower that have been made or consummated or that occurred (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with any event for which the calculation of any such ratio is made or the date of such measurement shall be calculated with respect to such period on a pro forma basis after giving effect to assuming that all such Permitted Acquisition or Asset Sale Specified Transactions (and any related repayment increase or incurrence of Indebtedness) decrease in Consolidated Adjusted EBITDA (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrowerincluding component financial definitions used therein), usingtotal assets, for purposes of making such calculations, the historical financial statements of the Borrower consolidated total assets and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and revenue attributable to any other Permitted Acquisitions and Asset Sales that have been consummated during the period, Specified Transaction) had been consummated occurred on the first day of the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period.Test Period shall have consummated any Specified Transaction or any Specified Transaction shall have occurred with respect to it, in each case identified by the Borrower, that would have required adjustment pursuant to this Section 1.08, then for the purposes set forth above, the determination of the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, total assets, consolidated total assets and revenue shall be calculated to give pro forma effect thereto in accordance with this Section 1.08; and

Pro Forma Calculations. With respect to any period For the purposes of four consecutive fiscal quarters during which (i) the Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Permitted Acquisition or Acquisition, and (ii) the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)action or proposed action pursuant to Payment Conditions, in each case, the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio applicable calculation shall be calculated made with respect to such the applicable period (and, to the extent applicable, subsequent periods) on a pro forma basis after giving effect to such Permitted Acquisition or Acquisition, Asset Sale (and any related repayment or incurrence of Indebtedness) action or proposed action pursuant to Payment Conditions, as the case may be (including, without duplication, in respect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expensesexpense) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact supportable and have been realized or are reasonably expected to be realized within 12 months following such the Permitted Acquisition or Asset Sale; Acquisition, provided that all such adjustments cost savings shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower)AbitibiBowater, using, for purposes of making such calculations, the historical financial statements of the Borrower all entities or assets so acquired or to be acquired and the Subsidiaries consolidated financial statements of AbitibiBowater and its Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and or Asset Sales that have been consummated during the period, had been consummated on at the first day beginning of such period. In addition, solely for purposes of determining the Consolidated Fixed Charge Coverage Ratio, any Indebtedness incurred or repaid in connection with any Permitted Acquisition or Asset Sale and any other Permitted Acquisitions or Asset Sales that have been consummated during the period shall be assumed to have been incurred or repaid at the beginning of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all All pro forma adjustments calculations permitted or required to be made by Article 11 Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be required on the face of financial statements under Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (i) have been certified by a Responsible Officer of Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Collateral Agent and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) notwithstanding anything to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), usingcontrary herein, for purposes of making calculating Consolidated EBITDA and Recurring Revenue, (i) the Consolidated EBITDA and/or Recurring Revenue of any Acquired Entity acquired by Borrower or any Subsidiary pursuant to a Permitted Acquisition during such calculations, period shall be included on a pro forma basis for such period (assuming the historical financial statements consummation of the Borrower such acquisition and the Subsidiaries which shall be reformulated incurrence or assumption of any Indebtedness in connection therewith occurred as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on of the first day of such period), (ii) the Consolidated EBITDA and/or Recurring Revenue of any Person or line of business sold or otherwise disposed of by Borrower or any Subsidiary during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period) and (iii) Consolidated EBITDA and Recurring Revenue for any period shall be calculated as to exclude (without duplication) the effect of any purchase accounting adjustments.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether When calculating the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Secured Net Leverage Ratio, Consolidated the Total Net Leverage Ratio and Consolidated Secured Net Debt the Interest Coverage Ratio for any purpose, and when calculating total assets, consolidated total assets and revenue for purposes of identifying “Material Domestic Subsidiaries” and “Material Foreign Subsidiaries,” Specified Transactions identified by the Borrower that have been made or consummated or that occurred (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with any event for which the calculation of any such ratio is made or the date of such measurement shall be calculated with respect to such period on a pro forma basis after giving effect to assuming that all such Permitted Acquisition or Asset Sale Specified Transactions (and any related repayment increase or incurrence of Indebtedness) decrease in Consolidated Adjusted EBITDA (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrowerincluding component financial definitions used therein), usingtotal assets, for purposes of making such calculations, the historical financial statements of the Borrower consolidated total assets and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and revenue attributable to any other Permitted Acquisitions and Asset Sales that have been consummated during the period, Specified Transaction) had been consummated occurred on the first day of the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period.Test Period shall have consummated any Specified Transaction or any Specified Transaction shall have occurred with respect to it, in each case identified by the Borrower, that would have required adjustment pursuant to this Section 1.08, then for the purposes set forth above, the determination of the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, total assets, consolidated total assets and revenue shall be calculated to give pro forma effect thereto in accordance with this Section 1.08; and

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Acquisition, other acquisition permitted pursuant to Section 6.04, Significant Asset Sale occurs or Spinout Transaction occurs, each of the Leverage Ratio, the Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and, without duplication, Consolidated EBITDA (and other than for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio)Interest Coverage Ratio) and Total Assets, the Consolidated Leverage Ratioshall, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition Acquisition, acquisition, Significant Asset Sale, Transaction or Asset Sale Spinout Transaction (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (bc) pro forma adjustments for cost savings and other operating efficiencies synergies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or synergies are reasonably expected to be implemented and such cost savings and operating efficiencies are factually identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or Asset Saleacquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period); provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the BorrowerParent), usingassuming, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition Acquisition, Subsidiary Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Asset SaleSpinout Transaction (and related repayment of Indebtedness), and any other Permitted Acquisitions and Acquisitions, Significant Asset Sales and Spinout Transactions (and related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Secured Net Leverage Ratio Condition would be met), the Secured Net Leverage Ratio shall be calculated on a pro forma basis as provided in the preceding sentence.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Asset Sale occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or whether the Borrower is in Pro Forma Compliance or may take any actions requiring compliance with a specified ratio), the Consolidated Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Secured Net Debt Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset Sale; provided that all such adjustments should be reasonably satisfactory to the Agent and shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on the first day of such period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters Quarterly Reporting Periods during which any Permitted Acquisition or any Asset Sale involving any assets to which any Consolidated EBITDA is directly attributable (as reasonably determined by the Borrower in good faith) occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition under Section 6.04(g) or whether the Borrower may take any actions requiring compliance with would result in a specified ratioDefault or an Event of Default), the Consolidated Leverage Ratio, Consolidated Net Leverage Interest Coverage Ratio and Consolidated the Senior Secured Net Debt Leverage Ratio shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Asset Sale (and any related repayment or incurrence of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings and other operating efficiencies (net of continuing associated expenses) to the extent the actions underlying such cost savings and operating efficiencies have been or are reasonably expected to be implemented and such cost savings and operating efficiencies are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Asset SaleSale (as reasonably determined by the Borrower and approved by the Administrative Agent); provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Asset SaleAcquisition, and any other Permitted Acquisitions and Asset Sales that have been consummated during the period, had been consummated on the first day of such period.