Common use of Pro Forma and Other Calculations Clause in Contracts

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.09. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Relevant Reference Period or (ii) subsequent to such Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, as if the same had occurred on the last day of the applicable Relevant Reference Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary hereinin this Agreement, financial ratios and tests, including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.10; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.10, when calculating the First Lien Leverage Ratio or Total Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating any financial ratio or test (or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDATotal Assets), Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.10) that have been made (i) during the applicable Relevant Reference Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided thatTest Period (or, when calculating in the Fixed Charge Coverage Ratio for purposes case of determining actual compliance (and not compliance Consolidated Total Assets, on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Applicable Test Period shall not be given pro forma effectPeriod). If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the its Restricted Subsidiaries since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.10, then such financial ratio or test (or Consolidated EBITDATotal Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.10. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the TransactionsTransaction) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 compliance 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 any such financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen twelve (1812) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result period and (D) the aggregate amount of add backs cost savings, synergies and operating expense reductions added pursuant to this Section 1.09(cclause (c) for any such period after the Closing Date, shall be subject limited to the limitation set forth extent provided in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth thereinSection 1.10(f). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance retirement or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and not replaced) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified StockEquity Interests, in each case included in the calculations of any financial ratio or test, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, or such issuance, repurchase issuance or redemption of Disqualified StockEquity Interests, in each casecase to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement interest hedging arrangements applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by a responsible financial or accounting officer Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 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 determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with this Agreement, for purposes of calculating the consummation of a Limited Condition TransactionFirst Lien Leverage Ratio, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any and the Fixed Charge Coverage Ratio testRatio, or any specific the aggregate amount of adjustments to Consolidated EBITDA)EBITDA and Consolidated Net Income consisting of addbacks, (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoingadjustments and exclusions for cost savings, the absence of an Event of Default under Section 7.01(a) synergies and (f) shall be a condition operating expense reductions and restructuring and similar charges pursuant to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(Ba)(xiv) of the definition of “Payment Conditions” or any requirements relating Consolidated EBITDA and clause (c) of this Section 1.10, when taken together, shall not exceed 15% of Consolidated EBITDA for such Test Period (giving pro forma effect to the Fixed Charge Coveragerelevant Specified Transaction to the extent required or permitted pursuant to Section 1.10 (other than any cost savings, which are governed by synergies and operating expense reductions pursuant to Section 1.09(f)(i1.10(c)) abovedetermined prior to giving effect to any adjustments pursuant to clause (xiv) set forth in of the definition of “Payment Conditions”Consolidated EBITDA and clause (c) of this Section 1.10. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests or other calculations of financial terms, including Excess Availability, the Consolidated First Lien Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, Ratio and the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.08(b), (c) or (d), when calculating the Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test or financial definition shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in reasonable good faith by the Borrower) and which have been delivered to the Administrative Agent (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level) and (y) in connection with any Limited Condition Transaction, for purposes of determining compliance with (1) any provision of this Agreement which requires compliance with any representations and warranties set forth herein, (2) any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (3) any test or covenant contained in this Agreement during any period which requires the calculation of any applicable ratios that are measured as a percentage of Consolidated EBITDA, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for any such compliance or calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent applicable date of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded or failed to be satisfied as a result of such fluctuations and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with Section 7.11) on or following the relevant LCA Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date the Borrower makes an election pursuant to the immediately preceding sentence or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and if with respect to any determination or testing of any ratio with respect to any Restricted Payment, and also on a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) have been consummated. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAother financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.08(d)) that have been made (i) during the applicable Relevant Reference Test Period or and (ii) if applicable as described in Section 1.08(a), subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or test, or any such calculation of Consolidated EBITDA, definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in the case of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes determination of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12Total Assets, the events described in this Section 1.09 that occurred subsequent to the end last day) of the applicable Test Period shall not be given pro forma effectPeriod. If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the other Restricted Subsidiaries Subsidiary since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or Consolidated EBITDAother financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including projected by the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and cost synergies were realized during the entirety of such period period) and “run-rate” 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 compliance 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 any such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) or other financial definitions and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (cSection 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof)EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio, test or other financial definition (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stockfacility), (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (aSection 1.08(a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or definition is made, then such financial ratio ratio. test or test definition shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each caseto the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement interest hedging arrangements applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a responsible financial or accounting officer Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with . Interest on Indebtedness that may optionally be determined at an interest rate based upon a Specified Transaction undertaken in connection with the consummation factor of a Limited Condition Transactionprime or similar rate, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio testa Eurocurrency interbank offered rate, or any specific amount of Consolidated EBITDA)other rate, (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior determined to have been based upon the making of such dividend rate actually chosen, or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transactionnone, then at the option of based upon such optional rate chosen as the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) or Restricted Subsidiary may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02designate. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests (including measurements of Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including Excess Availability, the Consolidated First Lien Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07; provided that, notwithstanding anything to the contrary in this Section 1.07, when calculating the Consolidated Interest Expense Ratio and the Consolidated Net Leverage Ratio for purposes of Section 7.11, the events described in this Section 1.07 that occurred subsequent to the end of the applicable four fiscal quarter test period (other than as specifically described in the definition of Consolidated Adjusted EBITDA) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Section 9.1 Financials have been delivered. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, (including Consolidated Adjusted EBITDA, Specified Transactions (with Group Adjusted EBITDA and QS Adjusted EBITDA), any incurrence or repayment acquisition and disposition that shall have occurred since the first day of any twelve month period which Consolidated Adjusted EBITDA, Group Adjusted EBITDA or QS Adjusted EBITDA is being calculated, such calculation shall give pro forma effect to such disposition or acquisition including, for the avoidance of doubt, any Indebtedness incurred in connection therewith to be subject to clause with such disposition or acquisition. (dc) of this Section 1.09) In the event that have any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness under a revolving credit facility unless such Indebtedness has been made (i) during the applicable Relevant Reference Period or (iipermanently paid and not replaced) subsequent to such Relevant Reference Period and the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of the Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, Indebtedness as if the same had occurred on at the last day beginning of the applicable Relevant Reference Periodfour quarter period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (fd) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (g) On and after the date all component definitions referenced in such definitions), whenever pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence acquisition, disposition or incurrence, redemption, retirement, defeasance or extinguishment of Indebtedness and as if the use same had occurred at the beginning of proceeds thereof)the applicable four quarter period, which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) pro forma calculations shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and determined in good faith by a responsible officer of the related Specified Transactions have occurred until such Limited Condition Transaction is consummated Parent or such definitive agreement is terminatedHoldings.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, Ratio and the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower). (b2) For purposes of calculating any financial ratio or test (or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAEBITDA or Total Assets), Specified Transactions (with any and, subject to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09therewith) that have been made (ia) during the applicable Relevant Reference Test Period or (iib) subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided thatTest Period (or, when calculating in the Fixed Charge Coverage Ratio for purposes case of determining actual compliance (and not compliance Total Assets, on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Test Period shall not be given pro forma effectPeriod). If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries Subsidiary since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.07, then such financial ratio or test (or Consolidated EBITDAEBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.07. (c3) 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 Financial Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and cost synergies resulting projected by the Borrower in good faith to result from or relating to any Specified Transaction (including the TransactionsTransactions and, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 compliance costs with public company requirements), whether prior to or following the Effective Date, 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 any such financial ratios or tests (and 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 in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (Aa) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (Bb) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen twenty-four (1824) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified Transaction); provided further that, with respect to the Transactions, such period shall be thirty-six (36) months, and (Cc) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d4) In the event that (xa) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) ), issues or repays (including by redemption, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or unless such Indebtedness has been permanently repaid and not replaced), (yb) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (d) the Borrower or any Restricted Subsidiary establishes or eliminates any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumptionissuance, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance repayment or extinguishment redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment or elimination of any Designated Revolving Commitments, in each casecase to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment or elimination of any Designated Revolving Commitments, in each case will be given effect, as if the same had occurred on the first day of the applicable Test Period) and, in the case of Indebtedness for all purposes as if such Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred thereunder throughout such period; provided, however, that at the election of the Borrower, the pro forma calculation will not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 7.02(c). (e5) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement interest hedging arrangements applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by a responsible financial or accounting officer Financial Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 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 determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate. (f6) Notwithstanding anything to the contrary herein:in this Section 1.07 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (i7) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which internal financial statements of the Borrower are available (as determined in connection with a Specified Transaction undertaken good faith by the Borrower) on or prior to the relevant date of determination. (8) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the consummation incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, in each case in connection with a Limited Condition Transaction, to the extent that the terms date of this Agreement require (A) compliance with any financial determination of such ratio or test (including other provisions, determination of whether any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (has occurred, is continuing or would result therefrom, determination of compliance with any type of Default representations or Event of Default) as a condition to warranties or the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making satisfaction of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith)other conditions shall, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject (the Borrower’s election to the agreement of the lenders providing exercise such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) option in connection with any transaction permitted hereunder that requires satisfaction Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of the Payment Conditionsone or more of clauses (a), the Borrower will (b), (c) and (d) above), be required deemed to comply as of be the date of the definitive agreements (or other relevant definitive documentation) for such transaction with Limited Condition Transaction are entered into (the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment ConditionsLCT Test Date”. (g) On and after the date ). If on a pro forma basis after giving effect is to be given to a such Limited Condition Transaction and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing with such ratios and other provisions calculated as if such Limited Condition Transaction has or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which internal financial statements are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been executed and remains in effect (complied with, unless an Event of Default pursuant to Section 8.01(1), or, in solely with respect to the case of a Limited Condition Transaction that requires noticeBorrower, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDASection 8.01(6) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and continuing on the related Specified Transactions have occurred until date such Limited Condition Transaction is consummated consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless, other than if an Event of Default pursuant to Section 8.01(1), or, solely with respect to the Borrower, Section 8.01(6), shall be continuing on such date, the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminatedterminated or expires without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to clause (y) of the immediately preceding sentence, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided that for purposes of any such calculation of the Interest Coverage Ratio, Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based Basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with such Limited Condition Transaction under a non-ratio-based Basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based Basket without regard to any such action under such non-ratio-based Basket made in connection with such Limited Condition Transaction.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Debt to EBITDAX Ratio and the Fixed Charge Coverage Consolidated Current Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.12; provided, that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.12, when calculating the Consolidated Total Debt to EBITDAX Ratio or the Consolidated Current Ratio, as applicable, for purposes of Section 10.11 (other than for the purpose of determining pro forma compliance with Section 10.11), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower (or applicable Parent Entity, as applicable) are available (as determined in good faith by the Borrower). (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAEBITDAX (or Consolidated Total Assets), Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.12) that have been made (i) during the applicable Relevant Reference Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or testis made, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDAX and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided thatTest Period (or, when calculating in the Fixed Charge Coverage Ratio for purposes case of determining actual compliance (and not compliance Consolidated Total Assets, on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Test Period shall not be given pro forma effectPeriod). If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the its Restricted Subsidiaries since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.12, then such financial ratio or test (or Consolidated EBITDATotal Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.12; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which internal financial statements of the Borrower are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) 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 cost synergies resulting from projected by the Borrower in good faith to result from, or relating to to, any Specified Transaction (including the TransactionsTransactions and, for the avoidance of doubt, acquisitions and investments occurring prior to the Effective Date) 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 cost 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 Pro Forma Basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period period) and “run-rate” 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 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 any financial ratios or tests (and 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 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 determination 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 no later than eighteen (18) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of the 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 EBITDA EBITDAX (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided period and (D) it is understood and agreed that any increase subject to Consolidated EBITDA as a result compliance with the other provisions of add backs Section 1.12(c), amounts to be included in pro forma calculations pursuant to this Section 1.09(c) shall 1.12 may be subject included in Test Periods in which the Specified Transaction to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth thereinwhich such amounts related is no longer being given pro forma effect pursuant to Section 1.12(b). (d) In the event that (xw) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or unless such Indebtedness has been permanently repaid and not replaced), (yx) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock or (y) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, Indebtedness or such issuance, repurchase refinancing or redemption of Disqualified Stock, in each caseStock or Preferred Stock to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken this Section 1.12 or in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making classification under GAAP of any representation Person, business, assets or warranty as operations in respect of which a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), definitive agreement for the determination of whether the relevant condition is satisfied may be madedisposition thereof has been entered into, at the election of the Borrower, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDAX or Consolidated Total Assets attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (f) Notwithstanding anything in this Agreement or any Credit Document to the contrary, in the event any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment or amount under any provision in this Agreement or any other Credit Document (or any portion thereof) meets the criteria of one or more than one of the categories of permitted Baskets under this Agreement (including within any defined terms), including any Fixed Basket or Non-Fixed Basket, as applicable, the Borrower shall be permitted, in its sole discretion, at the time of incurrence to divide and classify and to later, at any time and from time to time, re-divide and re-classify (including to re-classify utilization of any Fixed Basket as being incurred under any Non-Fixed Basket or other Fixed Basket or utilization of any Non-Fixed Basket as being incurred under any Fixed Basket or other Non-Fixed Basket) on one or more occasions (based on circumstances existing on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation date of any such Incurrence of Indebtedness other re-division and re-classification) any such Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment or amount, in whole or in part, among one or more than one applicable Baskets under this Agreement (in the conditions for this Agreement being set forth in Section 3.02case of re-classification or re-division, so long as the amount so re-classified or re-divided is permitted at the time of such re-classification or re-division to be incurred pursuant to the applicable Basket into which such amount is re-classified or re-divided at such time). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for For the avoidance of doubt, clause the amount of any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment or other amount that shall be allocated to each such Basket shall be determined by the Borrower at the time of such division, classification, re-division or re-classification, as applicable. For all purposes hereunder, (b)(2)(Bx) of the definition of “Payment ConditionsFixed Basket” or shall mean any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect Basket that is to be given subject to a Limited Condition Transaction fixed-Dollar limit (including Baskets based on a percentage of Consolidated EBITDAX or Consolidated Total Assets) and the other Specified Transactions (y) “Non-Fixed Basket” shall mean any Basket that is subject to be entered into in connection therewith compliance with a financial ratio or test (including any incurrence of Indebtedness and Basket requiring compliance with the use of proceeds thereofLeverage Ratio Covenant on a Pro Forma Basis) (any such ratio or test, a “Financial Incurrence Test”), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests (including measurements of Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including Excess Availability, the Consolidated First Lien Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07; provided that, notwithstanding anything to the contrary in this Section 1.07, when calculating the Consolidated Interest Expense Ratio and the Consolidated Net Leverage Ratio for purposes of Section 7.11, the events described in this Section 1.07 that occurred subsequent to the end of the applicable four fiscal quarter test period (other than as specifically described in the definition of Consolidated Adjusted EBITDA) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered under Section 6.01. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, (including Consolidated Adjusted EBITDA, Specified Transactions (with Group Adjusted EBITDA and QS Adjusted EBITDA), any incurrence or repayment acquisition and disposition that shall have occurred since the first day of any twelve month period which Consolidated Adjusted EBITDA, Group Adjusted EBITDA or QS Adjusted EBITDA is being calculated, such calculation shall give pro forma effect to such disposition or acquisition including, for the avoidance of doubt, any Indebtedness incurred in connection therewith to be subject to clause with such disposition or acquisition. (dc) of this Section 1.09) In the event that have any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness under a revolving credit facility unless such Indebtedness has been made (i) during the applicable Relevant Reference Period or (iipermanently paid and not replaced) subsequent to such Relevant Reference Period and the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of the Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, Indebtedness as if the same had occurred on at the last day beginning of the applicable Relevant Reference Periodfour quarter period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to Unless expressly provided otherwise or the contrary herein, financial ratios and tests, including Excess Availabilitycontext otherwise requires, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, Consolidated Net Cash Interest Coverage Ratio Income, Consolidated EBITDA and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, any similar financial metric or test hereunder shall be calculated (includingon a Pro Forma Basis. In addition, in each case, any component definition therein except for purposes of such calculation) in the manner prescribed by this Section 1.09. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during determining the applicable Relevant Reference Applicable Margin or the Commitment Fee Rate for any Test Period or (ii) subsequent to such Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a with Section 10.7 for any Test Period, any event or matter described in the definition of “Pro Forma Basis) with Section 6.12, ” occurring after the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Test Period shall not and on or prior to the date of determination may, at the election of the Parent Borrower, also be given pro forma effectPro Forma Effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transactiontransaction or any financial metric or test is to be calculated on a Pro Forma Basis, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubtdoubt and without duplication, the amount of “run-rate” cost savings, and operating expense reductions and cost synergies resulting from the Investment, acquisition, merger, or relating to any Specified Transaction (including the Transactions) consolidation which is being given pro forma effect Pro Forma Effect that have been realized or are expected to be realized and for which the actions necessary to realize realized; provided that such cost savings, savings and operating expense reductions and cost synergies are taken, committed to be taken or made in compliance 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, as if the same had occurred on the last day of the applicable Relevant Reference Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken this Section 1.12 or in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making classification under GAAP of any representation Person, business, assets or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that operations in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction for the disposition thereof has been executed and remains in effect (orentered into as discontinued operations, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) no Pro Forma Effect shall be required given to be satisfied assuming that such Limited Condition Transaction has been consummated any discontinued operations (and the related Specified Transactions have occurred Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such Limited Condition Transaction is consummated or such definitive agreement is terminateddisposition shall have been consummated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Debt to EBITDAX Ratio and the Fixed Charge Coverage Consolidated Current Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.12; provided, that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.12, when calculating the Consolidated Total Debt to EBITDAX Ratio or the Consolidated Current Ratio, as applicable, for purposes of Section 10.11 (other than for the purpose of determining pro forma compliance with Section 10.11), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower (or applicable Parent Entity, as applicable) are available (as determined in good faith by the Borrower). (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAEBITDAX (or Consolidated Total Assets), Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.12) that have been made (i) during the applicable Relevant Reference Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or testis made, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDAX and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided thatTest Period (or, when calculating in the Fixed Charge Coverage Ratio for purposes case of determining actual compliance (and not compliance Consolidated Total Assets, on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Test Period shall not be given pro forma effectPeriod). If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the its Restricted Subsidiaries since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.12, then such financial ratio or test (or Consolidated EBITDATotal Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.12; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which internal financial statements of the Borrower are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein)[Reserved]. (d) In the event that (xw) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or unless such Indebtedness has been permanently repaid and not replaced), (yx) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock or (y) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, Indebtedness or such issuance, repurchase refinancing or redemption of Disqualified Stock, in each caseStock or Preferred Stock to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken this Section 1.12 or in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making classification under GAAP of any representation Person, business, assets or warranty as operations in respect of which a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), definitive agreement for the determination of whether the relevant condition is satisfied may be madedisposition thereof has been entered into, at the election of the Borrower, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDAX or Consolidated Total Assets attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (f) Notwithstanding anything in this Agreement or any Credit Document to the contrary, in the event any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment or amount under any provision in this Agreement or any other Credit Document (or any portion thereof) meets the criteria of one or more than one of the categories of permitted Baskets under this Agreement (including within any defined terms), including any Fixed Basket or Non-Fixed Basket, as applicable, the Borrower shall be permitted, in its sole discretion, at the time of incurrence to divide and classify and to later, at any time and from time to time, re-divide and re-classify (including to re-classify utilization of any Fixed Basket as being incurred under any Non-Fixed Basket or other Fixed Basket or utilization of any Non-Fixed Basket as being incurred under any Fixed Basket or other Non-Fixed Basket) on one or more occasions (based on circumstances existing on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation date of any such Incurrence of Indebtedness other re-division and re-classification) any such Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment, or amount in whole or in part, among one or more than one applicable Baskets under this Agreement (in the conditions for this Agreement being set forth in Section 3.02case of re-classification or re-division, so long as the amount so re-classified or re-divided is permitted at the time of such re-classification or re-division to be incurred pursuant to the applicable Basket into which such amount is re-classified or re-divided at such time). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for For the avoidance of doubt, clause the amount of any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment, or amount that shall be allocated to each such Basket shall be determined by the Borrower at the time of such division, classification, re-division or re-classification, as applicable. For all purposes hereunder, (b)(2)(Bx) of the definition of “Payment ConditionsFixed Basket” or shall mean any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect Basket that is to be given subject to a Limited Condition Transaction fixed-Dollar limit (including Baskets based on a percentage of Consolidated EBITDAX or Consolidated Total Assets) and the other Specified Transactions (y) “Non-Fixed Basket” shall mean any Basket that is subject to be entered into in connection therewith compliance with a financial ratio or test (including any incurrence of Indebtedness and Basket requiring compliance with the use of proceeds thereofLeverage Ratio Covenant on a Pro Forma Basis) (any such ratio or test, a “Financial Incurrence Test”), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests (including measurements of Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDANet Leverage Ratio, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07; provided that, notwithstanding anything to the contrary in this Section 1.07, when calculating the Consolidated Interest Coverage Ratio and Consolidated Net Leverage Ratio for purposes of Section 7.11, the events described in this Section 1.07 that occurred subsequent to the end of the applicable four fiscal quarter test period (other than as specifically described in the definition of Consolidated Adjusted EBITDA) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered under Section 6.01. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, (including Consolidated Adjusted EBITDA, Specified Transactions (with Group Adjusted EBITDA and QS Adjusted EBITDA), any incurrence or repayment acquisition and disposition that shall have occurred since the first day of any twelve month period which Consolidated Adjusted EBITDA, Group Adjusted EBITDA or QS Adjusted EBITDA is being calculated, such calculation shall give pro forma effect to such disposition or acquisition including, for the avoidance of doubt, any Indebtedness incurred in connection therewith to be subject to clause with such disposition or acquisition. (dc) of this Section 1.09) In the event that have any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness under a revolving credit facility unless such Indebtedness has been made (i) during the applicable Relevant Reference Period or (iipermanently paid and not replaced) subsequent to such Relevant Reference Period and the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of the Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, Indebtedness as if the same had occurred on at the last day beginning of the applicable Relevant Reference Period.four quarter period. 50 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6 (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (fd) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (g) On and after the date all component definitions referenced in such definitions), whenever pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence acquisition, disposition or incurrence, redemption, retirement, defeasance or extinguishment of Indebtedness and as if the use same had occurred at the beginning of proceeds thereof)the applicable four quarter period, which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) pro forma calculations shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and determined in good faith by a responsible officer of the related Specified Transactions have occurred until such Limited Condition Transaction is consummated Parent or such definitive agreement is terminatedHoldings.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.09. 1.07; provided that notwithstanding anything to the contrary in clauses (b2), (3), (4) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d5) of this Section 1.09) that have been made (i) during the applicable Relevant Reference Period or (ii) subsequent to such Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that1.07, when calculating the Fixed Charge Coverage Secured Net Leverage Ratio for purposes of (a) the definition of “Applicable Rate,” (b) Section 2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining actual pro forma compliance (and not compliance on a Pro Forma Basis) with Section 6.12the Financial Covenant), the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning ; provided however that voluntary prepayments made pursuant to Section 2.05(1) during any fiscal year (without duplication of any applicable Relevant Reference Period any Person prepayments in such fiscal year that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into reduced the Borrower or any amount of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have Excess Cash Flow required adjustment to be repaid pursuant to this Section 1.092.05(2)(a) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the Secured Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, then if any. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is deemed to be given to a Specified Transactionreference to, and shall be based on, the pro forma calculations shall be made most recently ended Test Period for which internal financial statements of the Borrower are available (as determined 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 it being understood that for purposes of (x) determining pro forma basis as though such cost savingscompliance with the Financial Covenant, operating expense reductions and synergies had been realized on if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first day of such period Test Period cited in the Financial Covenant with an indicated level and as if such cost savings(y) determining actual compliance (and not pro forma compliance) with the Financial Covenant, operating expense reductions and cost synergies were realized during the entirety of such period and reference to “run-rateTest Period” means the full recurring benefit for a period that is associated with any action taken, committed shall be deemed to be taken or with respect to a reference to, and shall be based on, the most recently ended Test Period for which substantial steps financial statements have been taken or are expected required to be taken 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added delivered pursuant to this clause Section 6.01(1) or (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof2), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d2) [Reserved]. (3) [Reserved]. (4) In the event that (xa) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) ), issues or repays (including by redemption, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or unless such Indebtedness has been permanently repaid and not replaced), (yb) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c) any Subsidiary issues, repurchases or redeems Preferred Stock or (d) the Borrower or any Subsidiary establishes or eliminates any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumptionissuance, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance repayment or extinguishment redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment or elimination of any Designated Revolving Commitments, in each casecase to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Period. (e) If any Test Period and, in the case of Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on for all purposes as if such Indebtedness shall be calculated as if in the rate in effect on the date full amount of determination any undrawn Designated Revolving Commitments had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to incurred thereunder throughout such Indebtedness). If any Indebtedness bearsperiod; provided, at the option of the Borrower or a Restricted Subsidiaryhowever, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution pro forma calculation will not give effect to any Parent Company, Indebtedness incurred on such measurement shall be not more than 90 days prior determination date pursuant to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth provisions described in Section 3.027.02(c). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests or other calculations of financial terms, including Excess Availability, the Consolidated First Lien Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, Ratio and the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.08(b), (c) or (d), when (x) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and (y) calculating the Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11 and the Commitment Fee Rate, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided however that voluntary prepayments made pursuant to Section 2.05(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow (i) is due for purposes of calculating the Consolidated Total Net Leverage Ratio for purposes of determining the Applicable ECF Percentage for such mandatory prepayment, if any. In addition, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test or financial definition shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in reasonable good faith by the Borrower) and which have been delivered to the Administrative Agent (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level) and (y) in connection with any Limited Condition Transaction, for purposes of determining compliance with (1) any provision of this Agreement which requires compliance with any representations and warranties set forth herein, (2) any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (3) any test or covenant contained in this Agreement during any period which requires the calculation of any applicable ratios that are measured as a percentage of Consolidated EBITDA, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for any such compliance or calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent applicable date of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded or failed to be satisfied as a result of such fluctuations and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with Section 7.11) on or following the relevant LCA Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date the Borrower makes an election pursuant to the immediately preceding sentence or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and if with respect to any determination or testing of any ratio with respect to any Restricted Payment, and also on a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) have been consummated. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAother financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.08(d)) that have been made (i) during the applicable Relevant Reference Test Period or and (ii) if applicable as described in Section 1.08(a), subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or test, or any such calculation of Consolidated EBITDA, definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in the case of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes determination of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12Total Assets, the events described in this Section 1.09 that occurred subsequent to the end last day) of the applicable Test Period shall not be given pro forma effectPeriod. If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the other Restricted Subsidiaries Subsidiary since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or Consolidated EBITDAother financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including projected by the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and cost synergies were realized during the entirety of such period period) and “run-rate” 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 compliance 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 any such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) or other financial definitions and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (cSection 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof)EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio, test or other financial definition (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stockfacility), (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (aSection 1.08(a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or definition is made, then such financial ratio ratio. test or test definition shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each caseto the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement interest hedging arrangements applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a responsible financial or accounting officer Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with . Interest on Indebtedness that may optionally be determined at an interest rate based upon a Specified Transaction undertaken in connection with the consummation factor of a Limited Condition Transactionprime or similar rate, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio testa Eurocurrency interbank offered rate, or any specific amount of Consolidated EBITDA)other rate, (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior determined to have been based upon the making of such dividend rate actually chosen, or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transactionnone, then at the option of based upon such optional rate chosen as the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) or Restricted Subsidiary may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02designate. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests (including measurements of Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including Excess Availability, the Consolidated First Lien Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.09. 1.07; provided that, notwithstanding anything to the contrary in this Section 1.07, when calculating the Consolidated Interest Expense Ratio and the Consolidated Net Leverage Ratio for purposes of Section 7.11, the events described in this Section 1.07 that occurred subsequent to the end of the applicable four fiscal quarter test period (other than as specifically described in the definition of Consolidated Adjusted EBITDA) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Section 9.1 Financials have been delivered. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, (including Consolidated Adjusted EBITDA, Specified Transactions (with Group Adjusted EBITDA and QS Adjusted EBITDA), any incurrence or repayment acquisition and disposition that shall have occurred since the first day of any twelve month period which Consolidated Adjusted EBITDA, Group Adjusted EBITDA or QS Adjusted EBITDA is being calculated, such calculation shall give pro forma effect to such disposition or acquisition including, for the avoidance of doubt, any Indebtedness incurred in connection therewith to be subject to clause with such disposition or acquisition. (dc) of this Section 1.09) In the event that have any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness under a revolving credit facility unless such Indebtedness has been made (i) during the applicable Relevant Reference Period or (iipermanently paid and not replaced) subsequent to such Relevant Reference Period and the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of the Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries since the beginning of such Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, Indebtedness as if the same had occurred on at the last day beginning of the applicable Relevant Reference Periodfour quarter period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (fd) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (g) On and after the date all component definitions referenced in such definitions), whenever pro forma effect is to be given to a Limited Condition Transaction 45 Xxxxx Xxxxxx Amended and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness Restated Credit and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.Guaranty Agreement NYDOCS03/1067767.15

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07; provided that notwithstanding anything to the contrary in clauses (2), (3), (4) or (5) of this Section 1.07, when calculating the First Lien Net Leverage Ratio for purposes of (a) the definition of “Applicable Rate”, (b) Section 2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to Section 6.01 (it being understood that for purposes of (x) determining pro forma compliance with the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level and (y) determining actual compliance (and not pro forma compliance) with the Financial Covenant, the reference to “Test Period” shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(1) or (2)). (b2) For purposes of calculating any financial ratio or test (or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAEBITDA or Total Assets), Specified Transactions (with any and, subject to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09therewith) that have been made (ia) during the applicable Relevant Reference Test Period or (iib) subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided thatTest Period (or, when calculating in the Fixed Charge Coverage Ratio for purposes case of determining actual compliance (and not compliance Total Assets, on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end last day of the applicable Test Period shall not be given pro forma effectPeriod. If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the any Borrower or any of the Restricted Subsidiaries Subsidiary since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.07, then such financial ratio or test (or Consolidated EBITDAEBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.07. (c3) 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 Financial Officer of the Lead Borrower and may include, for the avoidance of doubt, the amount of “run-run rate” cost savings, operating expense reductions and cost synergies resulting projected by the Lead Borrower in good faith to result from or relating to any Specified Transaction (including the TransactionsTransactions and, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) 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 cost 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 Lead Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-run rate” 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 compliance 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 any such financial ratios or tests (and 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 in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (Aa) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Lead Borrower, (Bb) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified Transaction), and (Cc) 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 EBITDA (or any other components thereof), whether through a addback pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result , and (d) the aggregate amount of add backs adjustments pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi3) for any period, together with any amounts added back pursuant to clauses (l) and (s) of the definition of “Consolidated EBITDA” for such period, shall not exceed 20% of pro forma Consolidated EBITDA for the applicable period (including the cap set forth thereinbefore giving effect to such adjustments). (d4) In the event that (xa) the any Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) ), issues or repays (including by redemption, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and not replaced), (b) or (y) the any Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (d) any Borrower or any Restricted Subsidiary establishes any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumptionissuance, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance repayment or extinguishment redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment of any Designated Revolving Commitments, in each casecase to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference PeriodTest Period and, in the case of Indebtedness for all purposes as if such Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred thereunder throughout such period; provided, however, that at the election of the Lead Borrower, the pro forma calculation will not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 7.02(c). (e5) If Notwithstanding anything to the contrary in this Section 1.07 or in any Indebtedness bears classification under GAAP of any Person, business, assets or operations in respect of which a floating rate of interest and is being given definitive agreement for the disposition thereof has been entered into, no pro forma effecteffect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (6) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which financial statements of Holdings have been delivered pursuant to Section 6.01 on or prior to the relevant date of determination. (7) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the interest expense on such Indebtedness shall be calculated issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as if a Restricted Subsidiary or an Unrestricted Subsidiary or the rate repayment of Indebtedness, Disqualified Stock or Preferred Stock, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, in effect on each case in connection with a Limited Condition Transaction, the date of determination had been of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the applicable rate for the entire period (taking into account satisfaction of any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bearsother conditions shall, at the option of the Lead Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and (the Lead Borrower’s election to exercise such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) option in connection with a Specified Transaction undertaken in connection with the consummation of a any Limited Condition Transaction, to the extent that the terms an “LCT Election”, which LCT Election may be in respect of this Agreement require one or more of clauses (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDAa), (Bb), (c) and (d) above), be deemed to be the absence of a Default or Event of Default date the definitive agreements (or any type of Default or Event of Defaultother relevant definitive documentation) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to for such Limited Condition Transaction are entered into (including any incurrence of Indebtedness in connection therewiththe “LCT Test Date”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or . If on the a pro forma basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing with such ratios and other provisions calculated as if such Limited Condition Transaction has or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been executed and remains delivered pursuant to Section 6.01, the Borrowers could have taken such action on the relevant LCT Test Date in effect (compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(1), or, in the case of a Limited Condition Transaction that requires noticesolely with respect to Holdings or any Borrower, such irrevocable notice has been providedSection 8.01(6), any ratio based conditions and baskets (including baskets that are determined shall be continuing on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until date such Limited Condition Transaction is consummated consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless on such date an Event of Default pursuant to Section 8.01(1) or, solely with respect to Holdings or any Borrower, 8.01(6), shall be continuing. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transition is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminatedterminated or expires without consummation of such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if any Borrower or the Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio based Basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with such Limited Condition Transaction under a non-ratio based Basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio based Basket without regard to any such action under such non-ratio based Basket made in connection with such Limited Condition Transaction.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests or other calculations of financial terms, including Excess Availability, the Consolidated First Lien Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, Ratio and the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.08(b), (c) or (d), when (x) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and (y) calculating the Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11 and the Commitment Fee Rate, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided however that voluntary prepayments made pursuant to Section 2.05(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.05(b)(i) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.05(b)(i) is due for purposes of calculating the Consolidated Total Net Leverage Ratio for purposes of determining the Applicable ECF Percentage for such mandatory prepayment, if any. In addition, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test or financial definition shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in reasonable good faith by the Borrower) and which have been delivered to the Administrative Agent (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level) and (y) in connection with any Limited Condition Transaction, for purposes of determining compliance with (1) any provision of this Agreement which requires compliance with any representations and warranties set forth herein, (2) any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (3) any test or covenant contained in this Agreement during any period which requires the calculation of any applicable ratios that are measured as a percentage of Consolidated EBITDA, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for any such compliance or calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent applicable date of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded or failed to be satisfied as a result of such fluctuations and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with Section 7.11) on or following the relevant LCA Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date the Borrower makes an election pursuant to the immediately preceding sentence or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and if with respect to any determination or testing of any ratio with respect to any Restricted Payment, and also on a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) have been consummated. (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDAother financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.091.08(d)) that have been made (i) during the applicable Relevant Reference Test Period or and (ii) if applicable as described in Section 1.08(a), subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or test, or any such calculation of Consolidated EBITDA, definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in the case of the applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes determination of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12Total Assets, the events described in this Section 1.09 that occurred subsequent to the end last day) of the applicable Test Period shall not be given pro forma effectPeriod. If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of the other Restricted Subsidiaries Subsidiary since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or Consolidated EBITDAother financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) 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 cost synergies resulting from or relating to any Specified Transaction (including projected by the Transactions) 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and cost synergies were realized during the entirety of such period period) and “run-rate” 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 compliance 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 any such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) or other financial definitions and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (cSection 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof)EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio, test or other financial definition (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stockfacility), (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (aSection 1.08(a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio ratio, test or definition is made, then such financial ratio ratio. test or test definition shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance incurrence or extinguishment repayment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each caseto the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement interest hedging arrangements applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a responsible financial or accounting officer Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with . Interest on Indebtedness that may optionally be determined at an interest rate based upon a Specified Transaction undertaken in connection with the consummation factor of a Limited Condition Transactionprime or similar rate, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio testa Eurocurrency interbank offered rate, or any specific amount of Consolidated EBITDA)other rate, (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior determined to have been based upon the making of such dividend rate actually chosen, or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transactionnone, then at the option of based upon such optional rate chosen as the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) or Restricted Subsidiary may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02designate. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall, in each case, (All Cash Dividends) shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.091.07; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, when calculating the (x) Total Leverage Ratio for purposes of (a) the definition of “Applicable Rate,” (b) Section 2.03.4(a) and (c) the financial covenants in Section 6.15 (other than for the purpose of determining pro forma compliance with Section 6.15), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided however that voluntary prepayments made pursuant to Section 2.03.5 during any Fiscal Quarter (without duplication of any prepayments in such Fiscal Quarter that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.03.4 for any prior Fiscal Quarter) shall be given pro forma effect after such Fiscal Quarter-end and prior to the time any mandatory prepayment pursuant to Section 2.03.4 is due for purposes of calculating the Total Leverage Ratio for purposes of determining the recapture percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, (i) the most recently ended Test Period for which internal financial statements of GPB Prime and its Subsidiaries are available or (ii) if a full Test Period has not been completed following the Closing Date, the most recently ended Test Period for which internal financial statements of Parent Holdings Guarantor and its Subsidiaries are available (in each case, as determined in good faith by the Borrower Representative) (it being understood that for purposes of determining actual compliance (and not pro forma compliance) with Section 6.15, the reference to “Test Period” shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 5.08.1 or 5.08.2). (b) For purposes of calculating any financial ratio or test (or compliance with any covenant determined by reference to Excess Availability, Consolidated EBITDA), Specified Transactions (with any and, subject to clause (c) below, the incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09therewith) that have been made (ia) during the applicable Relevant Reference Test Period or (iib) other than as described in the first proviso to clause (a) above, subsequent to such Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Test Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If since the beginning of any applicable Relevant Reference Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower GPB Prime or any of the Restricted its Subsidiaries since the beginning of such Relevant Reference Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.07, then such financial ratio or test (or Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.07. (c) In the event that (a) GPB Prime or any of its Subsidiaries incurs (including by assumption or guarantees), issues or repays (including by redemption, repurchase, repayment, prepayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Vehicle Financing Indebtedness or any Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced), (b) GPB Prime or any of its Subsidiaries issues, repurchases or redeems Disqualified Stock or (c) any Subsidiary issues, repurchases or redeems Preferred Stock, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio or the Fixed Charge Coverage Ratio (All Cash Dividends) (or similar ratio), in which case such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, in each case will be given effect, as if the same had occurred on the first day of the applicable Test Period). (d) 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 date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 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 determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen in accordance with this Agreement. (e) Notwithstanding anything to the contrary in this Section 1.07 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (f) 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 Responsible Officer of the Borrower Representative and may include, for the avoidance of doubt, include the amount of “run-run rate” cost savings, operating expense reductions and cost synergies resulting projected by the Borrower Representative in good faith to result from or relating to any Specified Transaction (including the TransactionsOriginal Closing Date Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Original Closing Date) 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 cost 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 BorrowerBorrower Representative) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-run rate” 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 compliance 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 any such financial ratios or tests (and 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 in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (Aa) such amounts are of cost savings, operating expense reductions and synergies shall be reasonably acceptable to the Administrative Agent, (b) such amounts of cost savings, operating expense reductions and synergies shall be reasonably identifiable and factually supportable in the good faith judgment of the Borrower, Borrower Representative and (Bc) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to shall be taken no later than eighteen twelve (1812) 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 EBITDA Transaction (or any other components thereof), whether through a pro forma adjustment actions undertaken or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the final proviso of clause (vi) of the definition of “Consolidated EBITDA” (including the cap set forth therein). (d) In the event that (x) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable Relevant Reference Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Period and implemented prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case, as if the same had occurred on the last day of the applicable Relevant Reference Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. (f) Notwithstanding anything to the contrary herein: (i) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of the Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and teststests (including measurements of Consolidated EBITDA, but excluding the financial maintenance covenant in Section 9.12 hereof), including Excess Availability, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Cash Interest Coverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to the Consolidated EBITDA, shall, in each case, Total Net Leverage Ratio shall be calculated (including, in each case, any component definition therein for purposes of such calculation) in the manner prescribed by this Section 1.09. 1.12; provided that, notwithstanding anything to the contrary in clauses (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Excess Availability), Consolidated EBITDA(c), Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) or (e) of this Section 1.09) that have been made (i) during the applicable Relevant Reference Period or (ii) subsequent to such Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Relevant Reference Period; provided that1.12, when calculating the Fixed Charge Coverage Consolidated Total Net Leverage Ratio for purposes of determining actual compliance (i) the definition of "Applicable Margin" and not compliance on a Pro Forma Basis(ii) with calculating the covenants in Section 6.129.12, the events described in this Section 1.09 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. If In addition, subject to Section 1.14, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to "Test Period" for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Section 8.01 Financials have been delivered. (b) For purposes of calculating any financial ratio or test (including Consolidated EBITDA), Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period (or, in the case of Investment Cash Equivalents, on the last day of the applicable Test Period). If, since the beginning of any applicable Relevant Reference Period such period, any Person that subsequently became a Restricted Subsidiary or was merged, merged or amalgamated or consolidated with or into the Borrower or any of the its Restricted Subsidiaries since the beginning of such Relevant Reference Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this Section 1.09definition, then such financial ratio or test (or including Consolidated EBITDA) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transactionan Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, 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 savings and cost synergies resulting from such Investment, acquisition, merger, amalgamation or relating to any Specified Transaction (including the Transactions) consolidation 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 cost 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 synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period and “run-rate” 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 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 any financial ratios or tests (and 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 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 taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) 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 EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase pro forma adjustments in respect of cost savings and synergies shall not exceed, for any Test Period (other than charges, accruals, reserves, costs, expenses, cost savings, synergies or other amounts related to Consolidated EBITDA as a result of add backs pursuant to this Section 1.09(c) the Borrower's Midlothian, Texas facility, which such charges, accruals, reserves, costs, expenses, cost savings, synergies or other amounts shall not be subject to such 20.0% cap), an amount, when taken together with the limitation set forth in the final proviso of clause aggregate amounts added pursuant to clauses (vid)(x), (j) and (m) of the definition of “the term "Consolidated EBITDA” " for such Test Period, together with the aggregate amounts excluded pursuant to clause (including 1) and clause (9) of Consolidated Net Income (to the cap extent any such charges set forth thereinin clause (1) and clause (9) of Consolidated Net Income are reductions of the type that could be added back pursuant to clause (d)(x) of "Consolidated EBITDA") equal to 20.0% of Consolidated EBITDA for such Test Period prior to giving effect to any adjustments pursuant to this paragraph, clauses (d)(x), (j) and (m) of the definition of the term "Consolidated EBITDA" and with the aggregate amounts excluded pursuant to clause (1) and clause (9) of Consolidated Net Income (to the extent any such charges set forth in clause (1) and clause (9) of Consolidated Net Income are reductions of the type that could be added back pursuant to clause (d)(x) of "Consolidated EBITDA"). (d) In the event that (x) the Borrower or any of its Restricted Subsidiary incurs Subsidiaries Incurs (including by assumption or guaranteesguarantee) or repays refinances (including by redemption, repurchase, redemption, repayment, retirement, discharge, defeasance retirement or extinguishment) any Indebtedness (Indebtedness, in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit case included in the ordinary course calculations of business for working capital purposes) any financial ratio or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stocktest, (i) during the applicable Relevant Reference Test Period or (ii) subject to clause (a) above, subsequent to the end of the applicable Relevant Reference Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance Incurrence or extinguishment refinancing of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each casecase to the extent required, as if the same had occurred on the last day of the applicable Relevant Reference Test Period (except in the case of the Consolidated Fixed Charge Coverage Ratio, in which case such Incurrence or refinancing of Indebtedness will be given effect, as if the same had occurred on the first day of the applicable Test Period); provided that the foregoing shall not apply (i) to any calculation of the Consolidated Fixed Charge Coverage Ratio pursuant to Section 9.12 or (ii) when calculating the Consolidated Total Net Leverage Ratio for purposes of (i) the definition of "Applicable Margin". (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Interest Rate Agreement Hedging Obligations applicable to such Indebtedness). If ) provided that, for purposes of any Indebtedness bearscalculation of the Consolidated Fixed Charge Coverage Ratio prior to December 31, at 2024, it is understood that only the option aggregate amount of Consolidated Cash Interest Expense of the Borrower and its Restricted Subsidiaries actually payable during any such period shall be included in the calculation under clause (a) above without imposing any annualization or similar mechanism to such calculation. Interest on a Restricted Subsidiary, Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest based implicit in such Financing Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Borrower or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness facility 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 Capitalized Lease Obligation factor of a prime or similar rate, or other rate, shall be deemed to accrue at an interest have been based upon the rate determined in good faith by a responsible financial or accounting officer of actually chosen, or, if none, then based upon such optional rate chosen as the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAPmay designate. (f) Any such pro forma calculations may include, without limitation, (1) all adjustments of the type described in the definition of "Consolidated EBITDA" to the extent such adjustments, without duplication, continue to be applicable to such Test Period, and (2) adjustments calculated in accordance with Regulation S-X under the Securities Act. (g) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any Fixed Amount, Incurrence-Based Amount or, except as described in Section 1.12(a), any other financial ratio, test, covenant, calculation or measurement, such Fixed Amount, Incurrence-Based Amount or other financial ratio, test, covenant, calculation or measurement shall be calculated at the time such action is taken (subject to Section 1.14), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such Fixed Amount, Incurrence-Based Amount or other financial ratio, test, covenant, calculation or measurement occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (h) Notwithstanding anything to the contrary herein: (i) , in connection with a Specified Transaction undertaken in connection with the consummation event an item of a Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or test (including any Consolidated Total Leverage Ratio test, Consolidated Net Cash Interest Coverage Ratio test, any Consolidated First Lien Leverage Ratio test or any Fixed Charge Coverage Ratio test, or any specific amount of Consolidated EBITDA), (B) the absence of a Default or Event of Default Indebtedness (or any type of Default portion thereof) is Incurred, any Lien is Incurred or Event of Default) as a condition other transaction is undertaken in reliance on an Incurrence-Based Amount, such Incurrence-Based Amount shall be calculated without regard to the consummation Incurrence of the Limited Condition Transaction (including any incurrence letter of Indebtedness credit facility immediately prior to, simultaneously or contemporaneously with, or in connection therewith) and/or (C) the making of any representation or warranty as a condition to such Limited Condition Transaction (including any incurrence of Indebtedness in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the Relevant Reference Period at the time of) either (x) the execution of the definitive agreement or irrevocable declaration or notice thereof with respect to such Limited Condition Transaction; provided, however, that in respect of any Restricted Payment in the form of a dividend or other distribution to any Parent Company, such measurement shall be not more than 90 days prior to the making of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related Specified Transaction, on a pro forma basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) and (f) shall be a condition to the consummation of any such Incurrence of Indebtedness other than under this Agreement (the conditions for this Agreement being set forth in Section 3.02). In addition, if the establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the establishment thereof (but not any extension of credit thereunder) may be subject to customary “SunGard” or “certain funds” conditionality in lieu of the requirements set forth in clauses (a) and (b) of Section 3.02. (ii) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (b)(2)(B) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage, which are governed by Section 1.09(f)(i) above) set forth in the definition of “Payment Conditions”. (g) On and after the date pro forma effect is to be given to a Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), which Limited Condition Transaction has yet to be consummated but for which a definitive agreement governing such Limited Condition Transaction has been executed and remains in effect (or, in the case of a Limited Condition Transaction that requires notice, such irrevocable notice has been provided), any ratio based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA) shall be required to be satisfied assuming that such Limited Condition Transaction has been consummated and the related Specified Transactions have occurred until such Limited Condition Transaction is consummated or such definitive agreement is terminated.