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 or other calculations of financial terms, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; 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 other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition is made, then such financial ratio. test or definition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including Excess Availability, the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Secured Total Leverage Ratio, the Consolidated Net Leverage Cash Interest Coverage Ratio and the Interest Fixed Charge Coverage Ratio shall 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 1.08; 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 consummated1.09. (b) For purposes of calculating any financial ratio or test or other financial definitioncompliance 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 1.08(d)1.09) that have been made (i) during the applicable Test Relevant Reference Period and or (ii) if applicable as described in Section 1.08(a), subsequent to such Test Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratioratio or test, test or definition 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 (or, in the case of the determination applicable Relevant Reference Period; provided that, when calculating the Fixed Charge Coverage Ratio for purposes of Total Assetsdetermining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.12, the last day) events described in this Section 1.09 that occurred subsequent to the end of the applicable Test PeriodPeriod shall not be given pro forma effect. If since the beginning of any applicable Test Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other of the Restricted Subsidiary Subsidiaries since the beginning of such Test Relevant Reference Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.09, then such financial ratio or test (or other financial definition, including Total AssetsConsolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.09. (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 projected by resulting from or relating to any Specified Transaction (including the Borrower in good faith Transactions) which is being given pro forma effect that have been realized or are expected to be realized as a result of specified 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, operating initiatives, operating changes 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 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 such any financial ratios or tests or other financial definitions (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 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 24 eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (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 retirement, discharge, defeasance 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)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 Test Relevant Reference Period or (ii) subject to Section 1.08(aclause (a) above, subsequent to the end of the applicable Test Relevant Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, to the extent requiredor such issuance, repurchase or redemption of Disqualified Stock, in each case, as if the same had occurred on the last day of the applicable 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 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 the event for which the calculation of the Interest Coverage Ratio is made determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements 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 Leases Lease Obligation shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer responsible financial or accounting 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 . (f) Notwithstanding anything to the contrary herein: (i) in connection with a factor Specified Transaction undertaken in connection with the consummation of a prime Limited Condition Transaction, to the extent that the terms of this Agreement require (A) compliance with any financial ratio or similar ratetest (including any Consolidated Total Leverage Ratio test, a Eurocurrency interbank offered rateConsolidated 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 ratedistribution to any Parent Company, such measurement shall be determined not more than 90 days prior to have been based upon the rate actually chosenmaking of such dividend or other distribution or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, or 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 nonethe establishment of an Revolving Commitment Increase will be used to finance an Acquisition that constitutes a Limited Condition Transaction, then based upon such optional rate chosen as 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 Restricted Subsidiary may designate“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 tests or other calculations of financial terms, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in Section 1.08(b), (c) or (d), when (x) calculating the Consolidated Secured Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and (y) calculating the Consolidated Secured Net Leverage Ratio or the Consolidated First Lien 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 Applicable Rate 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 Secured 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 Agent are available (as determined in reasonable good faith by the BorrowerBorrower Agent) 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 Agent (the BorrowerBorrower’sBorrower Agent’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 Agent 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 Agent 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 not complied with as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower Agent 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 violated 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 Agent 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 Agent 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 Agent 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 thereofthereof and the designation of any Subsidiary as an Unrestricted Subsidiary) 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 other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower Agent or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 Agent and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower Agent in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the BorrowerBorrower Agent, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower Agent or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition is made, then such financial ratio. test or definition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower Agent to be the rate of interest implicit in such Capitalized Lease 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, 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 Agent or Restricted Subsidiary may designate. (f) For purposes of calculating any financial ratio or test or other financial definition on a pro forma basis as of the last day of the most recently ended Test Period, the amount of any Indebtedness shall be determined after giving effect to the full utilization of any commitments provided under such Indebtedness then being incurred (or in the case of any delayed draw term loan commitments, at the Borrower’sBorrower Agent’s election, determined after giving effect to the borrowing of any delayed draw term loans with respect to such delayed draw term loan commitments) and, for leverage-based ratios, shall be calculated without netting any cash proceeds resulting from the incurrence of such Indebtedness.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations (including measurements of financial termsConsolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including the Consolidated Total Interest Coverage Ratio and Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided that that, notwithstanding anything to the contrary in this Section 1.08(b), (c) or (d)1.07, when calculating the Consolidated Secured Interest Coverage Ratio and Consolidated 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 1.07 that occurred subsequent to the end of the applicable Test Period 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, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 under 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 consummated6.01. (b) For purposes of calculating any financial ratio or test or other financial definition(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 Section 1.08(d)with such disposition or acquisition. (c) 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 (ipermanently paid and not replaced) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test 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, test or definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in the 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition Net Leverage Ratio is made, then such financial ratio. test or definition the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence incurrence, redemption, retirement, defeasance or repayment extinguishment of Indebtedness, to the extent required, Indebtedness as if the same had occurred on at the last day beginning of the applicable Test Period four quarter period. 50 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6 (except d) Notwithstanding anything to the contrary set forth in the case definition of the Interest Coverage Ratio Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (or similar ratioand all component definitions referenced in such definitions), in which case such whenever pro forma effect is to be given to any acquisition, disposition or incurrence, assumption, guarantee, redemption, repayment, retirement, defeasance or extinguishment of Indebtedness will be given effect as if the same had occurred on at the first day beginning of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given four quarter period, the pro forma effect, the interest on such Indebtedness calculations shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer responsible officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime Parent 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 designateHoldings.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial terms, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; 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 7.117.11 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 other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition is made, then such financial ratio. test or definition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including the Consolidated Total Secured Net Leverage Ratio, the Consolidated Secured Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; 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 effect1.07. 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). (b2) For purposes of calculating any financial ratio or test (or other financial definitionConsolidated EBITDA 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 Section 1.08(d)therewith) that have been made (ia) during the applicable Test Period and or (iib) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or definition ratio 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 Test Period (or, in the case of the determination of Total Assets, on the last day) day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.07, then such financial ratio or test (or other financial definition, including Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.07. (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 synergies projected by the Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions 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 as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and 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, operating initiatives, operating changes reductions and 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) ), 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized 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 24 twenty-four (24) 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 Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period. (d4) In the event that (a) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) ), issues or repays (including by redemption, repurchase, repayment, retirement retirement, discharge, defeasance 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 facilityfacility or line of credit unless such Indebtedness has been permanently repaid and not replaced), (b) 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 Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence incurrence, issuance, repayment or repayment 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 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 Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumptionissuance, guaranteerepayment or redemption of Indebtedness, redemptionissuance, repayment, retirementrepurchase or redemption of Disqualified Stock or Preferred Stock, or extinguishment establishment or elimination of Indebtedness any Designated Revolving Commitments, in each case will be given effect 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Leases Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by a Responsible 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 eurocurrency interbank offered rate, or other rate, 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. (6) 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. (7) 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 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 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, the date of determination 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 satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction 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 complied with, unless 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 the date such Limited Condition Transaction is 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 terminated 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 or other calculations (including measurements of financial termsConsolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including the Consolidated Total Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided that that, notwithstanding anything to the contrary in this Section 1.08(b), (c) or (d)1.07, when calculating the Consolidated Secured Interest Expense Ratio and the Consolidated 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 1.07 that occurred subsequent to the end of the applicable Test Period 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, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 Section 9.1 Financials 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 withdelivered. 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 other financial definition(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 Section 1.08(d)with such disposition or acquisition. (c) 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 (ipermanently paid and not replaced) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test 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, test or definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in the 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition Net Leverage Ratio is made, then such financial ratio. test or definition the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence incurrence, redemption, retirement, defeasance or repayment extinguishment of Indebtedness, to the extent required, Indebtedness as if the same had occurred on at the last day beginning of the applicable 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)four quarter period. (ed) If any Indebtedness bears a floating rate Notwithstanding anything to the contrary set forth in the definition of interest Consolidated Adjusted EBITDA, Group Adjusted EBITDA and is being given QS Adjusted EBITDA (and all component definitions referenced in such definitions), whenever 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 Interest 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 Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.45 Xxxxx Xxxxxx Amended and Restated Credit and Guaranty Agreement NYDOCS03/1067767.15

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios ratios, calculations and tests or (including measurements of baskets and other calculations calculated on the basis of financial termsConsolidated Total Assets or Consolidated EBITDA), including the Consolidated Interest Coverage Ratio and Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.11; provided that that, notwithstanding anything to the contrary in Section 1.08(bclauses (b), (c), (d) or (d)e) of this Section 1.11, when calculating the Consolidated Secured Total Net Leverage Ratio for purposes of determining actual compliance (i) the definition of “Applicable Rate” and not Pro Forma Compliance or compliance on a Pro Forma Basis(ii) with calculating the covenants in Section 7.1110.10, the events described in this Section 1.08 1.11 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 ratio, calculation or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 Section 9.1 Financials 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 consummatedAgent. (b) For purposes of calculating any financial ratio ratio, calculation (including any minimum equity calculation) or test (including measurements of baskets and other calculations on the basis of Consolidated Total Assets or other financial definitionConsolidated EBITDA), Specified Transactions (with any incurrence Incurrence or repayment Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08(d)1.11) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or definition ratio 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 Test Period (or, in the case of the determination Consolidated Total Assets or “unrestricted” cash and cash equivalents, or any new cash equity contribution and/or rollover and/or valuation of Total Assetsexisting equity in connection with such Specified Transaction, on the last day) day of the applicable Test Period). If If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.11, then such financial ratio ratio, calculation or test (or including measurements of baskets and other financial definition, including calculations on the basis of Consolidated Total AssetsAssets and Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.11. (c) Whenever pro forma effect or a determination of pro forma compliance is to be given to a Specified TransactionTransaction or a Specified Restructuring, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-run rate” cost savings, operating expense reductions and cost synergies projected by the Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions) or Specified Restructuring that is being given pro forma effect or for which a determination of pro forma compliance is being made that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and cost synergies have been taken, have been committed to be taken, with respect to which substantial steps have been taken or which 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 cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, operating changes reductions and cost synergies were realized during the entirety of such period) period and “run-run rate” means the full recurring benefit for a period that is associated with any action taken, any action committed to be taken, any action with respect to which substantial steps have been taken or any action that is expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs, if any) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized realized) relating to such Specified Transaction or Specified Transaction, and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realizable; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, such actions are committed to be taken, substantial steps with respect to such action have been taken or such actions are expected to be taken no later than 24 months eight fiscal quarters after the date of consummation of such Specified TransactionTransaction or the date of initiation of such Specified Restructuring (or, and with respect to the Transactions, twelve fiscal quarters), (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such periodperiod and (D) the aggregate amount of adjustments to Consolidated Net Income or Consolidated EBITDA pursuant to this Section 1.11(c), when combined with the aggregate amount of adjustments and/or add-backs taken with respect to (1) clause (a) of the definition of Consolidated Net Income, (2) clause (a)(xvi) of the definition of Consolidated EBITDA (except, in the case of the foregoing clauses (1) and (2), to the extent such adjustments and addbacks are extraordinary, exceptional, unusual or nonrecurring), (3) clause (a)(xxvi) of the definition of Consolidated EBITDA and (4) clause (III) of the proviso to the definition of Consolidated EBITDA in such Test Period, shall not exceed 15.00% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such Test Period (calculated prior to giving effect to the adjustments and addbacks pursuant to such clauses). (d) In the event that the Borrower or any Restricted Subsidiary incurs Incurs (including by assumption or guaranteesguarantee) or repays Refinances (including by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness Indebtedness, in each case included in the calculations of any financial ratio, test ratio or other financial definition (in each case, other than Indebtedness incurred or repaid under any revolving credit facility)test, (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence Incurrence or repayment Refinancing of IndebtednessIndebtedness (including pro forma effect to the application of the net proceeds therefrom), 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 Consolidated Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, Incurrence or extinguishment Refinancing of Indebtedness will be given effect effect, as if the same had occurred on the first day of the applicable Test Period); provided that, with respect to any Incurrence of Indebtedness permitted by the provisions of this Agreement in reliance on the pro forma calculation of the Consolidated Interest Coverage Ratio and/or the Consolidated Total Net Leverage Ratio, as applicable, pro forma effect shall not be given to any Indebtedness being Incurred (or expected to be Incurred) substantially simultaneously or contemporaneously with the Incurrence of any such Indebtedness in reliance on any “basket” set forth in this Agreement, including the Incremental Base Amount, any “baskets” measured as a percentage of Consolidated Total Assets or Consolidated EBITDA or any Credit Event under the Revolving Credit Facility or, except to the extent expressly required to be calculated otherwise in Section 2.14 or Section 10.1(u), any Replacement Revolving Credit Facility. (e) Whenever pro forma effect is to be given to a pro forma event, the pro forma calculations shall be made in good faith by an Authorized Officer of the Borrower. 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 Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements Hedging Agreements applicable to such Indebtedness). To the extent interest expense generated by Hedging Obligations that have been terminated is included in Consolidated Interest Expense prior to the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is being made, Consolidated Interest Expense shall be adjusted to exclude such expense. Interest on Capitalized Leases a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by a Responsible an Authorized Officer of the Borrower to be the rate of interest implicit in such Capitalized Financing 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 rateSOFR, 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. For purposes of making the computations referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period or, if lower, the maximum commitments under such revolving credit facility as of the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is being made, except as set forth in Section 1.11(d). (f) Any such pro forma calculation may include, without limitation, (1) all adjustments of the type described in clause (a)(viii) of 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 1.11(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 1.10), 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, unless the Borrower otherwise notifies the Administrative Agent, (i) with respect to any amounts Incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including the Consolidated Interest Coverage Ratio and Consolidated Total Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently, simultaneously or contemporaneously with any amounts Incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test any Consolidated Interest Coverage Ratio test and/or any Consolidated Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts, (ii) the Incurrence of the Incurrence-Based Amount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (iii) the Incurrence of the Fixed Amount shall be calculated thereafter. Unless the Borrower elects otherwise, the Borrower shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrower prior to utilization of any amount under a Fixed Amount then available to the Borrower.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations (including measurements of financial termsConsolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including the Consolidated Total Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided that that, notwithstanding anything to the contrary in this Section 1.08(b), (c) or (d)1.07, when calculating the Consolidated Secured Interest Expense Ratio and the Consolidated 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 1.07 that occurred subsequent to the end of the applicable Test Period 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, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 Section 9.1 Financials 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 consummateddelivered. (b) For purposes of calculating any financial ratio or test or other financial definition(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 Section 1.08(d)with such disposition or acquisition. (c) 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 (ipermanently paid and not replaced) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test 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, test or definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in the 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition Net Leverage Ratio is made, then such financial ratio. test or definition the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence incurrence, redemption, retirement, defeasance or repayment extinguishment of Indebtedness, to the extent required, Indebtedness as if the same had occurred on at the last day beginning of the applicable Test Period four quarter period. (except d) Notwithstanding anything to the contrary set forth in the case definition of the Interest Coverage Ratio Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (or similar ratioand all component definitions referenced in such definitions), in which case such whenever pro forma effect is to be given to any acquisition, disposition or incurrence, assumption, guarantee, redemption, repayment, retirement, defeasance or extinguishment of Indebtedness will be given effect as if the same had occurred on at the first day beginning of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given four quarter period, the pro forma effect, the interest on such Indebtedness calculations shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer responsible officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime Parent 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 designateHoldings.

Pro Forma and Other Calculations. (a) Notwithstanding anything to Unless expressly provided otherwise or the contrary hereincontext otherwise requires, financial ratios and tests or other calculations of financial termsthe First Lien Net Leverage Ratio, including the Consolidated Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in Section 1.08(b)Ratio, (c) or (d)Consolidated Net Income, when calculating the Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (EBITDA 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 any similar financial ratio metric 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 PaymentBasis. In addition, 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 except for purposes of calculating any financial ratio or test or other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during determining the Applicable Margin or the Commitment Fee Rate for any Test Period or (ii) determining actual compliance with Section 10.7 for any Test Period, any event or matter described in the definition of “Pro Forma Basis” occurring after the last day of the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and on or prior to or simultaneously with the event for which date of determination may, at the calculation of any such ratio, test or 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 election of the determination of Total AssetsParent Borrower, the last day) of the applicable Test Periodalso be given Pro Forma Effect. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 expected to be taken (including any savings expected to result resulting 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 actionsInvestment, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios acquisition, merger, or tests consolidation which is being given Pro Forma Effect that have been or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transactionrealized; provided that (A) such amounts cost savings and operating expense reductions are reasonably identifiable and factually supportable made in compliance with the good faith judgment definition of Consolidated EBITDA). Notwithstanding anything to the Borrowercontrary in this Section 1.12 or in any classification under GAAP of any Person, (B) such actions are takenbusiness, committed to be taken assets or expected to be taken operations in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no later than 24 months after the date of such Specified Transaction, and (C) no amounts Pro Forma Effect shall be added pursuant given to this Section 1.08(c) any discontinued operations (and the Consolidated EBITDA attributable to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratioPerson, test business, assets or definition is made, then operations shall not be excluded for any purposes hereunder) until such financial ratio. test or definition disposition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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 designateconsummated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Debt to EBITDAX Ratio and the Interest Coverage Consolidated Current Ratio shall be calculated in the manner prescribed by this Section 1.081.12; provided provided, that notwithstanding anything to the contrary in Section 1.08(bclause (b), (c) or (d)) of this Section 1.12, when calculating the Consolidated Secured Net Leverage 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 actual pro forma compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.1110.11), the events described in this Section 1.08 1.12 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 basisPro 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 (or applicable Parent Entity, as applicable) 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 other financial definitioncompliance with any covenant determined by reference to Consolidated EBITDAX (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 1.08(d)1.12) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.08(a)clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratioratio is made, test or definition 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 Test Period (or, in the case of the determination of Consolidated Total Assets, on the last day) day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.12, then such financial ratio or test (or other financial definition, including Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.12; 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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period[Reserved]. (d) In the event that (w) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement retirement, discharge, defeasance 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 facilityfacility unless such Indebtedness has been permanently repaid and not replaced), (x) 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 Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence or repayment of IndebtednessIndebtedness or such issuance, refinancing or redemption of Disqualified Stock or Preferred Stock 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 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 Notwithstanding anything to the contrary in this Section 1.12 or in any Indebtedness bears classification under GAAP of any Person, business, assets or operations in respect of which a floating rate definitive agreement for the disposition thereof has been entered into, at the election of interest and is being given the Borrower, no pro forma effecteffect 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 interest on such Indebtedness Borrower shall be calculated 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 if the rate in effect 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 date of any such 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 event for which case of re-classification or re-division, so long as the calculation amount so re-classified or re-divided is permitted at the time of the Interest Coverage Ratio is made had been such re-classification or re-division to be incurred pursuant to the applicable rate for the entire period (taking Basket into account any interest hedging arrangements applicable to which such Indebtednessamount is re-classified or re-divided at such time). Interest on Capitalized Leases For the avoidance of doubt, the amount of any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment, or amount that shall be deemed allocated to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in each such Capitalized Lease 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, Basket shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as by the Borrower at the time of such division, classification, re-division or Restricted Subsidiary may designatere-classification, as applicable. For all purposes hereunder, (x) “Fixed Basket” shall mean any Basket that is subject to a fixed-Dollar limit (including Baskets based on a percentage of Consolidated EBITDAX or Consolidated Total Assets) and (y) “Non-Fixed Basket” shall mean any Basket that is subject to compliance with a financial ratio or test (including any Basket requiring compliance with the Leverage Ratio Covenant on a Pro Forma Basis) (any such ratio or test, a “Financial Incurrence Test”).

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided that notwithstanding anything to the contrary in Section 1.08(bclauses (2), (c3), (4) or (d)5) of this Section 1.07, when calculating the Consolidated 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 Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11the Financial Covenant), the events described in this Section 1.08 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 2.05(1) 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(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, 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 (x) determining Pro Forma Compliance pro forma compliance with Section 7.11the Financial Covenant, if no Test Period with an applicable level cited in Section 7.11 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 the Financial Covenant with an indicated level) level and (y) in connection determining actual compliance (and not pro forma compliance) with any Limited Condition Transactionthe Financial Covenant, 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 reference 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 Test Period” shall be deemed to be a reference to, and shall be based on, the date the definitive agreements most recently ended Test Period for such Limited Condition Transaction which financial statements have been or are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions required 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 delivered pursuant to the immediately preceding sentence Section 6.01(1) 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 consummated2)). (b2) For purposes of calculating any financial ratio or test or other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08[Reserved]. (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 of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period[Reserved]. (d4) In the event that (a) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) ), issues or repays (including by redemption, repurchase, repayment, retirement retirement, discharge, defeasance 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 facilityfacility or line of credit unless such Indebtedness has been permanently repaid and not replaced), (b) the Borrower or any 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 Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence incurrence, issuance, repayment or repayment 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 to the extent required, as if the same had occurred on the last day of the applicable Test Period (except and, 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 for all purposes as if such Indebtedness in the same full amount of any undrawn Designated Revolving Commitments had occurred on been incurred thereunder throughout such period; provided, however, that at the first day election of the applicable Test PeriodBorrower, 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). (e) 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 Interest 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 Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial terms, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.08; 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 7.117.11 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 other financial definition, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition is made, then such financial ratio. test or definition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 on such Indebtedness shall be calculated as if the rate in effect on the date of 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 hedging arrangements applicable to such Indebtedness). Interest on Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations (including measurements of Consolidated EBITDA, but excluding the financial termsmaintenance covenant in Section 9.12 hereof), including the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.12; provided that that, notwithstanding anything to the contrary in Section 1.08(bclauses (b), (c), (d) or (d)e) of this Section 1.12, when calculating the Consolidated Secured Total Net Leverage Ratio for purposes of determining actual compliance (i) the definition of "Applicable Margin" and not Pro Forma Compliance or compliance on a Pro Forma Basis(ii) with calculating the covenants in Section 7.119.12, the events described in this Section 1.08 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, (x) subject to Section 1.14, whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 Section 8.01 Financials 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 consummateddelivered. (b) For purposes of calculating any financial ratio or test or other financial definition(including Consolidated EBITDA), Specified Transactions Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.08(d)GAAP) that have been made (i) by the Borrower or any of its Restricted Subsidiaries during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of any such ratio, test or definition ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any increase or decrease associated fixed charge obligations and the change in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transactionresulting therefrom) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total AssetsInvestment Cash Equivalents, on the last day) day of the applicable Test Period). If If, since the beginning of any applicable Test 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 other of its Restricted Subsidiary Subsidiaries since the beginning of such Test 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 1.08definition, then such financial ratio or test (or other financial definition, including Total AssetsConsolidated EBITDA) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.08for 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 synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from such Investment, committed to be taken acquisition, merger, amalgamation or expected to be taken (calculated on a consolidation which is being given pro forma basis as though such cost savings, operating expense reductions and synergies had effect that have been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transactionrealized; provided that any pro forma adjustments in respect of cost savings and synergies shall not exceed, for any Test Period (A) such other than charges, accruals, reserves, costs, expenses, cost savings, synergies or other amounts are reasonably identifiable and factually supportable in the good faith judgment of related to the Borrower's Midlothian, (B) Texas facility, which such actions are takencharges, committed to be taken accruals, reserves, costs, expenses, cost savings, synergies or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no other amounts shall not be subject to such 20.0% cap), an amount, when taken together with the aggregate amounts added pursuant to this Section 1.08(cclauses (d)(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 (1) and clause (9) of Consolidated Net Income (to the extent duplicative any such charges set forth in clause (1) and clause (9) of any amounts Consolidated Net Income are reductions of the type that are otherwise could be added back in computing 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, whether through a pro forma adjustment or otherwiseclauses (d)(x), (j) and (m) of the definition of the term "Consolidated EBITDA" and with respect the aggregate amounts excluded pursuant to clause (1) and clause (9) of Consolidated Net Income (to the extent any such periodcharges 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 the Borrower or any of its Restricted Subsidiary incurs Subsidiaries Incurs (including by assumption or guaranteesguarantee) or repays refinances (including by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness Indebtedness, in each case included in the calculations of any financial ratio, test ratio or other financial definition (in each case, other than Indebtedness incurred or repaid under any revolving credit facility)test, (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence Incurrence or repayment refinancing of Indebtedness, 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 Interest Consolidated Fixed Charge Coverage Ratio (or similar ratio)Ratio, in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, Incurrence or extinguishment refinancing of Indebtedness will be given effect 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 on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements Hedging Obligations applicable to such Indebtedness)) provided that, for purposes of any calculation of the Consolidated Fixed Charge Coverage Ratio prior to December 31, 2024, it is understood that only the 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 Capitalized Leases a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Financing Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit 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 factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined deemed to have been based upon the rate actually chosen, or or, if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may 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, in the event an item of Indebtedness (or any portion thereof) is Incurred, any Lien is Incurred or other transaction is undertaken in reliance on an Incurrence-Based Amount, such Incurrence-Based Amount shall be calculated without regard to the Incurrence of any letter of credit facility immediately prior to, simultaneously or contemporaneously with, or in connection therewith.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Debt to EBITDAX Ratio and the Interest Coverage Consolidated Current Ratio shall be calculated in the manner prescribed by this Section 1.081.12; provided provided, that notwithstanding anything to the contrary in Section 1.08(bclause (b), (c) or (d)) of this Section 1.12, when calculating the Consolidated Secured Net Leverage 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 actual pro forma compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.1110.11), the events described in this Section 1.08 1.12 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 basisPro 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 (or applicable Parent Entity, as applicable) 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 other financial definitioncompliance with any covenant determined by reference to Consolidated EBITDAX (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 1.08(d)1.12) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.08(a)clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratioratio is made, test or definition 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 Test Period (or, in the case of the determination of Consolidated Total Assets, on the last day) day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.12, then such financial ratio or test (or other financial definition, including Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.12; 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 synergies projected by the Borrower in good faith to result from, or relating to, any Specified Transaction (including the Transactions 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 as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and 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, operating initiatives, operating changes reductions and 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 requirementsPublic Company Costs) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith judgment 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 24 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 Section 1.08(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDAX (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such periodperiod and (D) it is understood and agreed that subject to compliance with the other provisions of Section 1.12(c), amounts to be included in pro forma calculations pursuant to this Section 1.12 may be included in Test Periods in which the Specified Transaction to which such amounts related is no longer being given pro forma effect pursuant to Section 1.12(b). (d) In the event that (w) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement retirement, discharge, defeasance 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 facilityfacility unless such Indebtedness has been permanently repaid and not replaced), (x) 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 Test Period or (ii) subject to Section 1.08(a) 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, test or definition ratio is made, then such financial ratio. ratio or test or definition shall be calculated giving pro forma effect to such incurrence or repayment of IndebtednessIndebtedness or such issuance, refinancing or redemption of Disqualified Stock or Preferred Stock 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 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 Notwithstanding anything to the contrary in this Section 1.12 or in any Indebtedness bears classification under GAAP of any Person, business, assets or operations in respect of which a floating rate definitive agreement for the disposition thereof has been entered into, at the election of interest and is being given the Borrower, no pro forma effecteffect 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 interest on such Indebtedness Borrower shall be calculated 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 if the rate in effect 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 date of any such 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 event for which case of re-classification or re-division, so long as the calculation amount so re-classified or re-divided is permitted at the time of the Interest Coverage Ratio is made had been such re-classification or re-division to be incurred pursuant to the applicable rate for the entire period (taking Basket into account any interest hedging arrangements applicable to which such Indebtednessamount is re-classified or re-divided at such time). Interest on Capitalized Leases For the avoidance of doubt, the amount of any Lien, Indebtedness, Disposition, Investment, Restricted Payment, transaction, action, judgment or other amount that shall be deemed allocated to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in each such Capitalized Lease 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, Basket shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as by the Borrower at the time of such division, classification, re-division or Restricted Subsidiary may designatere-classification, as applicable. For all purposes hereunder, (x) “Fixed Basket” shall mean any Basket that is subject to a fixed-Dollar limit (including Baskets based on a percentage of Consolidated EBITDAX or Consolidated Total Assets) and (y) “Non-Fixed Basket” shall mean any Basket that is subject to compliance with a financial ratio or test (including any Basket requiring compliance with the Leverage Ratio Covenant on a Pro Forma Basis) (any such ratio or test, a “Financial Incurrence Test”).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations of financial termstests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Fixed Charge Coverage Ratio and the Interest Fixed Charge Coverage Ratio (All Cash Dividends) shall be calculated in the manner prescribed by this Section 1.081.07; provided that notwithstanding anything to the contrary in Section 1.08(bclauses (b), (c), (d) or (d)f) of this Section 1.07, when calculating the Consolidated Secured Net (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 actual pro forma compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.116.15), the events described in this Section 1.08 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, (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 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 definition 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 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 required 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 delivered pursuant to the immediately preceding sentence Section 5.08.1 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 consummated5.08.2). (b) For purposes of calculating any financial ratio or test (or other financial definitioncompliance with any covenant determined by reference to 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 Section 1.08(d)therewith) that have been made (ia) during the applicable Test Period and or (iib) if applicable other than as described in Section 1.08(a)the first proviso to clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratioratio or test, test or definition 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 (or, in the case of the determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower GPB Prime or any other Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.081.07, then such financial ratio or test (or other financial definition, including Total AssetsConsolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.081.07. (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 include, for the avoidance of doubt, may include the amount of “run-run rate” cost savings, operating expense reductions and synergies projected by the Borrower Representative in good faith to result from or relating to any Specified Transaction (including the Original 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 as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and 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 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, operating initiatives, operating changes reductions and synergies were realized during the entirety of such period) 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized 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 expected to shall be taken no later than 24 twelve (12) months after the date of such Specified Transaction, and Transaction (C) no amounts shall be added pursuant to this Section 1.08(c) or actions undertaken or implemented prior to the extent duplicative consummation of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition is made, then such financial ratio. test or definition shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, 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 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 PeriodSpecified Transaction). (e) 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 Interest 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 Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests or other calculations (including measurements of financial termsConsolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including the Consolidated Total Interest Expense Ratio and Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided that that, notwithstanding anything to the contrary in this Section 1.08(b), (c) or (d)1.07, when calculating the Consolidated Secured Interest Expense Ratio and the Consolidated 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 1.07 that occurred subsequent to the end of the applicable Test Period 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, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basisbasis or requires pro forma compliance, 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 under 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 consummated6.01. (b) For purposes of calculating any financial ratio or test or other financial definition(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 Section 1.08(d)with such disposition or acquisition. (c) 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 (ipermanently paid and not replaced) during the applicable Test Period and (ii) if applicable as described in Section 1.08(a), subsequent to such Test 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, test or definition is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in the 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 determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or other financial definition, including Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (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 include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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, operating initiatives, operating changes and 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 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 such financial ratios or tests or other financial definitions and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.08(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, 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), (i) during the applicable Test Period or (ii) subject to Section 1.08(a) 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, test or definition Net Leverage Ratio is made, then such financial ratio. test or definition the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence incurrence, redemption, retirement, defeasance or repayment extinguishment of Indebtedness, to the extent required, Indebtedness as if the same had occurred on at the last day beginning of the applicable 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)four quarter period. (e) 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 Interest 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 Capitalized Leases shall be deemed to accrue at an interest rate determined in reasonable good faith by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease 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.