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

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

provision for taxes based on income, gross receipts, profits or capital of any member of the Restricted Group, including federal, state, local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period including # penalties and interest related to such taxes or arising from any tax examinations and # in respect of repatriated funds (whether imposed on payor or payee and including any dividend distribution taxes),

loss from extraordinary items for such period;

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

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

“Consolidated Interest Expense” means, for any period, the consolidated interest expense (net of interest income for such period) of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing its consolidated net income, including, without limitation:

“Consolidated EBITDA” means, for any period of determination thereof, Consolidated Net Income plus, without duplication and to the extent deducted from revenues in determining Consolidated Net Income, # income tax expenses, # depreciation expense, # interest expense, # amortization expense minus, to the extent included in Consolidated Net Income, # interest income and # income tax credits and refunds (to the extent not netted from tax expense), all as determined on a consolidated basis for ​ and ​.

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than the corresponding ratio set forth below:

Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of the Borrower, its Subsidiaries and the Physician-Owned Practices for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

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

Consolidated Interest Expense; plus

Consolidated EBITDA: for any period, Consolidated Net Income for such period; plus, to the extent deducted in determining such Consolidated Net Income, without duplication, (a) Consolidated Interest Charges (net of interest income for such period) of Borrowers and their Domestic Subsidiaries (excluding their Foreign Subsidiaries) for such period, plus (b) federal, state and local income tax expense for such period, net of income tax credits, plus (c) depreciation and amortization for such period, plus (d) non-cash compensation expense, or other non-cash expenses or charges, for such period arising from the granting of stock options, stock appreciation rights or similar equity arrangements, plus (e) non-cash expenses or losses and other non-cash charges incurred during such period (excluding any non-cash charges representing an accrual of, or reserve for, cash charges and further excluding any non‑cash charge that relates to the write‑down of Accounts or Inventory); plus (f) expenses of up to ​ incurred in connection with the closing of this Agreement, minus non-cash income, gains or profits during such period, in each case as determined for Borrowers and their Domestic Subsidiaries (excluding their Foreign Subsidiaries) on a Consolidated basis.

Fixed Charges for such period (including # non-cash rent expense, # net losses or any obligations on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, # bank fees and other financing fees and # costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(o) through (z) in the definition thereof); plus

“EBITDA” shall mean # Net Income, plus # Interest Expense, plus # to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus # income tax expense, plus # fair market value adjustments for warrants.

“Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAP), calculated for the Borrower and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, the sum, without duplication,

such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio;