Common use of Incremental Loans and Commitments Clause in Contracts

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender; provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower Borrowers may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender); provided that, subject to Section 1.04(c) in both at the case time of Incremental Facilities incurred to finance a Limited Condition Transaction, any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01)) shall have occurred and be continuing unless, in connection with a Permitted Acquisition or another Investment not prohibited by the terms of this Agreement, customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities. Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time (on one or more occasions) after the Amendment No. 1 Effective Date, by written with notice delivered to the Administrative Agent request Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans or increases of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in increase the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the any Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”) from any Additional Lender)); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction1.08, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that of the incurrence of any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedFacility, (a1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects if qualified by materialityor (y) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by similar Investment, the terms of this Agreement, which Specified Representations shall be true and correct in all material respects (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all materials respect as of such earlier date); provided that, if any Specified Representation is qualified by or subject to no Event of Default under clause (a)a “material adverse effect”, (b), (h) “material adverse change” or (i) of Section 7.01)similar term or qualification shall be true and correct in all respects. Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time; provided that (i) Incremental Term Loans may be incurred without regard to the Incremental Cap, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the Net Proceeds from such Incremental Term Loans on the date of incurrence of such Incremental Term Loans (or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 2.11(e) or Section 2.11(f) as applicable, or (y) permanently reduce the Revolving Commitments, Other Revolving Commitments or Replacement Revolving Commitments and (ii) Replacement Revolving Commitments may be provided without regard to the Incremental Limit, without regard to whether a Default or an Event of Default has occurred and is continuing and without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the existing Revolving Commitments, Other Revolving Commitments or other Replacement Revolving Commitments shall be permanently reduced by an amount equal to the aggregate amount of Replacement Revolving Commitments so provided (and any such Replacement Revolving Commitments shall be deemed to have been incurred pursuant to this proviso) (any Incremental Facility incurred for the purposes set forth in this proviso, an “Incremental Refinancing Facility”; the term loans under such Incremental Refinancing Facility, “Incremental Refinancing Term Loans”). Each Incremental Facility (other than as set forth in the preceding proviso) shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower may at At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time after the Effective Datetime, by written notice delivered to the Administrative Agent request (i) an increase in the aggregate principal amount of the Term Loans then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more additional Classes new term loan facilities (which may take the form of a “term loans or additional term loans of the same Class of loan B” facility) (any existing Class of term loans Term Loan under clauses (i) and (ii), an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”), (ii) from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the Revolving Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental Revolving Commitment IncreasesLoans, the “Incremental FacilitiesLoans”) from any Additional Lender; provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any ). The aggregate original principal amount for all such Incremental Term LoanLoans, together with any Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred Credit Commitments established at any time time, shall not exceed the Incremental Cap at such timeCap. Each Any Incremental Facility Term Loan or Incremental Revolving Credit Commitment shall be in a minimum principal amount of $5,000,000 (or such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 in excess thereof if (or such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided lower amount that such amount may be less than $5,000,000 if such amount represents all the remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under the aggregate principal amount of Incremental Facilities set forth abovethis Section 2.24(a)).

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Effective Closing Date, by written notice delivered pursuant to the Administrative Agent request an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the Revolving RC Facility Commitments of any Class (each such increase, an “Incremental Revolving RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement Revolving RC Facility Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving RC Facility Commitment Increases, the “Incremental Facilities”) from any Additional Lender); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and that at the applicable time that of determination in accordance with Section 1.09(a) with respect to any such Incremental Term LoanFacility, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Specified Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01)continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. 155 Each Incremental Facility shall be in a minimum principal amount (as applicable) of $5,000,000 10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such the principal amount may be less than $5,000,000 such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time (on one or more occasions) after the Amendment No. 1 Effective Date, by written with notice delivered to the Administrative Agent request Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans or increases of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in increase the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the any Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”) from any Additional Lender); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction1.08, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that of the incurrence of any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedFacility, (a1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects if qualified by materialityor (y) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by similar Investment, the terms of this Agreement, which Specified Representations shall be true and correct in all material respects (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all materials respect as of such earlier date); provided that, if any Specified Representation is qualified by or subject to no Event of Default under clause (a)a “material adverse effect”, (b), (h) “material adverse change” or (i) of Section 7.01)similar term or qualification shall be true and correct in all respects. Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time; provided that (i) Incremental Term Loans may be incurred without regard to the Incremental Cap, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the Net Proceeds from such Incremental Term Loans on the date of incurrence of such Incremental Term Loans (or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 2.11(e) or Section 2.11(f) as applicable, or (y) permanently reduce the Revolving Commitments, Other Revolving Commitments or Replacement Revolving Commitments and (ii) Replacement Revolving Commitments may be provided without regard to the Incremental Limit, without regard to whether a Default or an Event of Default has occurred and is continuing and without regard to the minimums set forth in the immediately succeeding sentence, to the extent that the existing Revolving Commitments, Other Revolving Commitments or other Replacement Revolving Commitments shall be permanently reduced by an amount equal to the aggregate amount of Replacement Revolving Commitments so provided (and any such Replacement Revolving Commitments shall be deemed to have been incurred pursuant to this proviso) (any Incremental Facility incurred for the purposes set forth in this proviso, an “Incremental Refinancing Facility”; the term loans under such Incremental Refinancing Facility, “Incremental Refinancing Term Loans”). Each Incremental Facility (other than as set forth in the preceding proviso) shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time (on one or more occasions) after the Amendment No. 1 Effective DateDate,(in each case, by written other than any time during the Suspension Period), with notice delivered to the Administrative Agent request Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans or increases of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in increase the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the any Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”) from any Additional Lender); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction1.08, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that of the incurrence of any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedFacility, (aA) no Event of Default shall have occurred and be continuing or would result therefrom and (B) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects if qualified by materialityor (y) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by similar Investment, the terms of this Agreement, which Specified Representations shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be true and correct in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars all material respects (unless the Borrower such representations relate to an earlier date, in which case, such representations shall have been true and the Administrative Agent otherwise agreecorrect in all materials respect as of such earlier date); provided that such amount may that, if any Specified Representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification shall be less than $5,000,000 if such amount represents true and correct in all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.respects. Notwithstanding

Incremental Loans and Commitments. (a) The US Borrower may at any time or by written notice to the Administrative Agent elect from time to time after the Amendment No. 4 Effective Date, by written notice delivered Date to request the Administrative Agent request (i) establishment of one or more additional Classes of new term loan commitments (“New Term Loan Commitments” and the loans or additional term loans of the same Class of any existing Class of term loans (thereunder, the “Incremental New Term Loans”), new term loan B commitments (ii“New TLB Commitments” and the loans thereunder, the “New TLB Loans”) one or more increases additional or increased US Revolving Commitments hereunder, in an aggregate amount such that the aggregate outstanding amount of Term Loans (after giving effect to such New Term Loan Commitments), the New TLB Loans (after giving effect to such New TLB Commitments) and Revolving Commitments (after giving effect to such additional or increased US Revolving Commitments) are not in excess of $700,000,000850,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the US Borrower proposes that the New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effective, which shall be a date not less than three Business Days after the date on which such notice is delivered to Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments may elect or decline, in its sole discretion, to provide or not to provide the same. Such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments, as the case may be; (2) the proceeds of any New Term Loan Commitments, New TLB Loans shall be used for general corporate purposes of the US Borrower and its Subsidiaries; (3) the terms and provisions of the New Term Loans made under the New Term Loan Commitments shall be identical to those of the Term Loans and for purposes of this Agreement, any New Term Loans shall, upon the making thereof, be deemed to be Term Loans; (4) the aggregate amount of the Revolving Commitments of any Class New TLB Loans (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender; provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness New TLB Commitments) is not in excess of the sum of (x) $400,000,000 and (y) the amount of any Incremental Facility permanent reductions of Revolving Commitments of the Revolving Commitments after the Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, No. 1 Effective Date[reserved]; (a5) the representations terms and warranties provisions of each Loan Party set forth in the Loan Documents New TLB Loans made under the New TLB Commitments shall be true determined by the US Borrower and correct in all material respects (or in all respects if qualified by materiality) on and as the lenders providing such New TLB Loans, subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned), and may be different from the terms and provisions of the Term Loans, including but not limited to pricing, interest rate margins, premiums, rate floors, fees, amortization schedule and maturity (in which such New TLB Loans shall have a final maturity date of not earlier than twelve months after the Second Extended Maturity Date); (6) the New TLB Loans shall be repayable in quarterly installments of 0.25% of the principal aggregate amount of the New TLB Loans, with the balance of the New TLB Loans being payable on the maturity date of such Limited Condition Transaction New TLB Loans (7) there shall only be one tranche of New TLB Loans made under the New TLB Commitments;[reserved]; (8) any such additional or increased US Revolving Commitments and the extensions of credit thereunder shall be ratable with the existing US Revolving Commitments and extensions of credit thereunder; (9) such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effected pursuant to one or more joinder agreements (each, a “Joinder Agreement”) executed and delivered by the US Borrower, the Administrative Agent and one or more new lenders or existing Lenders as to which consents have been given as provided for in Section 12.04(b) for assignees of existing Term Loans or US Revolving Commitments, as the case may be; and (b10) no Event of Default the US Borrower shall have occurred and deliver or cause to be continuing (exceptdelivered any customary legal opinions or other documents, in each case as reasonably requested by the case of Administrative Agent or the incurrence or provision of any Incremental Facility New Lenders in connection with a Permitted Acquisition any such transaction, including any supplements or other Investment not prohibited by amendments to the terms of this AgreementSecurity Documents providing for such New Term Loans, which shall be subject to no Event of Default under clause (a), (b), (h) New TLB Loans or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower additional or increased US Revolving Commitments and the Administrative Agent otherwise agree); provided that such amount may extensions of credit thereunder to be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovesecured thereby.

Incremental Loans and Commitments. (a) The Borrower may at At any time during the period commencing on the Restatement Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing (or, in the case of a Limited Condition Transaction, (x) on the date of the execution of the definitive agreement in connection therewith, no Event of Default shall exist and (y) no Event of Default pursuant to Section 8.1(a) or (f) shall exist and be continuing both immediately before and immediately after the effectiveness of the related incremental amendment) and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time after the Effective Datetime, by written notice delivered to the Administrative Agent request (i) an increase in the aggregate principal amount of the Term Loans then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more additional Classes new term loan facilities (which may take the form of a “term loans or additional term loans of the same Class of loan B” facility) (each, a “New Term Facility”) (any existing Class of term loans Term Loan under clauses (i) and (ii), an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”), (ii) from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the Revolving Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental Revolving Commitment IncreasesLoans, the “Incremental FacilitiesLoans”). The aggregate original principal amount for all such Incremental Term Loans, together with any Incremental Revolving Credit Commitments established at any time, shall not exceed the sum of (x) from any Additional Lender; provided that$100,000,000 plus (y) an unlimited amount so long as, subject on a Pro Forma Basis, determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 1.04(c6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility Permitted Acquisition consummated in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary hereintherewith, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Consolidated Leverage Ratio shall not exceed the lesser of (A) the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b) and (B) 3.00 to 1.00; provided, that for purposes of any Incremental Cap Loans established pursuant to this Section 2.24, (i) at such timethe Borrower’s option, the Borrower shall be deemed to have used amounts under clause (y) prior to utilization of amounts under clause (x), and (ii) Incremental Loans pursuant to this Section 2.24 may be incurred simultaneously under both clauses (x) and (y) and may be utilized in a single transaction or series of related transactions, at the Borrower’s option, by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x). Each Any Incremental Facility Term Loan or Incremental Revolving Credit Commitment shall be in a minimum principal amount of $5,000,000 (or such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 5,000,000 in excess thereof if (or such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided lower amount that such amount may be less than $5,000,000 if such amount represents all the remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under the aggregate principal amount of Incremental Facilities set forth abovethis Section 2.24(a)).

Incremental Loans and Commitments. (a) The US Borrower may at any time or by written notice to the Administrative Agent elect from time to time after to request the Effective Date, by written notice delivered to the Administrative Agent request (i) establishment of one or more additional Classes of new term loan commitments (“New Term Loan Commitments” and the loans or additional term loans of the same Class of any existing Class of term loans (thereunder, the “Incremental New Term Loans”), new term loan B commitments (ii) one or more increases in “New TLB Commitments” and the amount of loans thereunder, the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseNew TLB Loans”) or additional or increased US Revolving Commitments hereunder, in an aggregate amount such that the aggregate outstanding amount of Term Loans (iiiafter giving effect to such New Term Loan Commitments but without taking into account the 2011 Original Maturity Date Term Loans), the New TLB Loans (after giving effect to such New TLB Commitments) one and Revolving Commitments (after giving effect to such additional or more increased US Revolving Commitments but without taking into account any Revolving Commitments that terminate on the Original Maturity Date pursuant to Section 4.03(a)(ii)) are not in excess of $700,000,000; provided that if at any time prior to the Original Maturity Date the aggregate principal amount of Term Loans (after giving effect to such New Term Loan Commitments and taking into account the 2011 Original Maturity Date Term Loans), the New TLB Loans (after giving effect to such New TLB Commitments) and Revolving Commitments (after giving effect to such additional Classes or increased US Revolving Commitments and taking into account Revolving Commitments that terminate on the Original Maturity Date pursuant to Section 4.03(a)(ii)) outstanding at such time exceeds $700,000,000, the US Revolving Commitments shall be temporarily reduced by an amount equal to such excess until the repayment of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental all 2011 Original Maturity Date Term Loans and the Incremental termination of any applicable Revolving Commitment Increases, Commitments pursuant to Section 4.03(a)(ii) on the “Incremental Facilities”) from any Additional Lender; provided Original Maturity Date (it being understood and agreed that, subject notwithstanding the foregoing, during the period of any such temporary reduction, fees shall accrue and be payable pursuant to Section 1.04(c4.07(a) without taking into account such temporary reduction in the case of Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Commitments); provided, further, that if on the Original Maturity Date, after giving effect to the effectiveness repayment of all then outstanding 2011 Original Maturity Date Term Loans and the termination of any Incremental Facility Amendment referred then outstanding applicable Revolving Commitments pursuant to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (aSection 4.03(a)(ii), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of Term Loans, New TLB Loans and Revolving Commitments outstanding exceeds $700,000,000, the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at US Borrower will make repayments of Term Loans and New TLB Loans and permanent reductions of Revolving Commitments on such timedate in an aggregate amount equal to such excess. Each Incremental Facility such notice shall specify the date (each, an “Increased Amount Date”) on which the US Borrower proposes that the New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effective, which shall be a date not less than three Business Days after the date on which such notice is delivered to Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments may elect or decline, in a minimum principal its sole discretion, to provide or not to provide the same. Such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments, as the case may be; (2) the proceeds of any New Term Loans or anyLoan Commitments, New TLB Loans shall be used for general corporate purposes of the US Borrower and its Subsidiaries; (3) the terms and provisions of the New Term Loans made under the New Term Loan Commitments shall be identical to those of the Term Loans and for purposes of this Agreement, any New Term Loans shall, upon the making thereof, be deemed to be Term Loans; (4) the aggregate amount of $5,000,000 and integral multiples of $1,000,000 the New TLB Loans (after giving effect to the New TLB Commitments) is not in excess thereof if such Incremental Facilities are denominated in dollars of the sum of (unless x) $300,000,000 and (y) the amount of any permanent reductions of Revolving Commitments of the Revolving Commitments after the Amendment No. 1 Effective Date; (5) the terms and provisions of the New TLB Loans made under the New TLB Commitments shall be determined by the US Borrower and the lenders providing such New TLB Loans, subject to the approval of the Administrative Agent otherwise agree(such approval not to be unreasonably withheld, delayed or conditioned), and may be different from the terms and provisions of the Term Loans, including but not limited to pricing, interest rate margins, premiums, rate floors, fees, amortization schedule and a mandatory prepayment provision based on excess cash flow; (5maturity (in which such New TLB Loans shall have a final maturity date of not earlier than twelve months after the Second Extended Maturity Date); provided that (6) the New TLB Loans shall be repayable in quarterly installments of 0.25% of the principal aggregate amount of the New TLB Loans, with the balance of the New TLB Loans being payable on the maturity date of such amount may New TLB Loans (7) there shall only be less than $5,000,000 if such amount represents all the remaining availability one tranche of New TLB Loans made under the aggregate principal amount New TLB Commitments; (68) any such additional or increased US Revolving Commitments and the extensions of Incremental Facilities set forth abovecredit thereunder shall be ratable with the existing US Revolving Commitments and extensions of credit thereunder; (79) such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effected pursuant to one or more joinder agreements (each, a “Joinder Agreement”) executed and delivered by the US Borrower, the Administrative Agent and one or more new lenders or existing Lenders as to which consents have been given as provided for in Section 12.04(b) for assignees of existing Term Loans or US Revolving Commitments, as the case may be; and (810) the US Borrower shall deliver or cause to be delivered any customary legal opinions or other documents, in each case as reasonably requested by the Administrative Agent or the New Lenders in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Term Loans, New TLB Loans or additional or increased US Revolving Commitments and the extensions of credit thereunder to be secured thereby.

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, other than during the Amendment No. 3 Trigger Period, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender; provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The US Borrower may at any time or by written notice to the Administrative Agent elect from time to time after to request the Effective Date, by written notice delivered to the Administrative Agent request (i) establishment of one or more additional Classes of new term loan commitments (“New Term Loan Commitments” and the loans or additional term loans of the same Class of any existing Class of term loans (thereunder, the “Incremental New Term Loans”), new term loan B commitments (ii) one or more increases in “New TLB Commitments” and the amount of loans thereunder, the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseNew TLB Loans”) or additional or increased US Revolving Commitments hereunder, in an aggregate amount such that the aggregate outstanding amount of Term Loans (iiiafter giving effect to such New Term Loan Commitments but without taking into account the 2011 Original Maturity Date Term Loans), the New TLB Loans (after giving effect to such New TLB Commitments) one and Revolving Commitments (after giving effect to such additional or more increased US Revolving Commitments but without taking into account any Revolving Commitments that terminate on the Original Maturity Date pursuant to Section 4.03(a)(ii)) are not in excess of $700,000,000; provided that if at any time prior to the Original Maturity Date the aggregate principal amount of Term Loans (after giving effect to such New Term Loan Commitments and taking into account the 2011 Original Maturity Date Term Loans), the New TLB Loans (after giving effect to such New TLB Commitments) and Revolving Commitments (after giving effect to such additional Classes or increased US Revolving Commitments and taking into account Revolving Commitments that terminate on the Original Maturity Date pursuant to Section 4.03(a)(ii)) outstanding at such time exceeds $700,000,000, the US Revolving Commitments shall be temporarily reduced by an amount equal to such excess until the repayment of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental all 2011 Original Maturity Date Term Loans and the Incremental termination of any applicable Revolving Commitment Increases, Commitments pursuant to Section 4.03(a)(ii) on the “Incremental Facilities”) from any Additional Lender; provided Original Maturity Date (it being understood and agreed that, subject notwithstanding the foregoing, during the period of any such temporary reduction, fees shall accrue and be payable pursuant to Section 1.04(c4.07(a) without taking into account such temporary reduction in the case of Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Commitments); provided, further, that if on the Original Maturity Date, after giving effect to the effectiveness repayment of all then outstanding 2011 Original Maturity Date Term Loans and the termination of any Incremental Facility Amendment referred then outstanding applicable Revolving Commitments pursuant to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (aSection 4.03(a)(ii), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of Term Loans, New TLB Loans and Revolving Commitments outstanding exceeds $700,000,000, the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at US Borrower will make repayments of Term Loans and New TLB Loans and permanent reductions of Revolving Commitments on such timedate in an aggregate amount equal to such excess. Each Incremental Facility such notice shall specify the date (each, an “Increased Amount Date”) on which the US Borrower proposes that the New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effective, which shall be a date not less than three Business Days after the date on which such notice is delivered to Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments may elect or decline, in a minimum principal amount its sole discretion, to provide or not to provide the same. Such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall become effective as of $5,000,000 such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments, as the case may be; (2) the proceeds of any New Term Loans or any New TLB Loans shall be used for general corporate purposes of the US Borrower and integral multiples its Subsidiaries; (3) the terms and provisions of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars the New Term Loans made under New Term Loan Commitments shall be identical to those of the Term Loans and for purposes of this Agreement, any New Term Loans shall, upon the making thereof, be deemed to be Term Loans; (unless 4) the terms and provisions of the New TLB Loans made under the New TLB Commitments shall be determined by the US Borrower and the lenders providing such New TLB Loans, subject to the approval of the Administrative Agent otherwise agree(such approval not to be unreasonably withheld, delayed or conditioned); provided that such amount , and may be less than $5,000,000 if such amount represents all different from the remaining availability terms and provisions of the Term Loans, including but not limited to pricing, interest rate margins, premiums, rate floors, fees, amortization schedule and a mandatory prepayment provision based on excess cash flow; (5) there shall only be one tranche of New TLB Loans made under the aggregate principal amount New TLB Commitments; (6) any such additional or increased US Revolving Commitments and the extensions of Incremental Facilities set forth abovecredit thereunder shall be ratable with the existing US Revolving Commitments and extensions of credit thereunder; (7) such New Term Loan Commitments, New TLB Commitments or additional or increased US Revolving Commitments shall be effected pursuant to one or more joinder agreements (each, a “Joinder Agreement”) executed and delivered by the US Borrower, the Administrative Agent and one or more new lenders or existing Lenders as to which consents have been given as provided for in Section 12.04(b) for assignees of existing Term Loans or US Revolving Commitments, as the case may be; and (8) the US Borrower shall deliver or cause to be delivered any customary legal opinions or other documents, in each case as reasonably requested by the Administrative Agent or the New Lenders in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Term Loans, New TLB Loans or additional or increased US Revolving Commitments and the extensions of credit thereunder to be secured thereby.

Incremental Loans and Commitments. (a) The Borrower may at At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time after the Effective Datetime, by written notice delivered to the Administrative Agent request (i) an increase in the aggregate principal amount of the Term Loans then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more additional Classes new term loan facilities (which may take the form of a “term loans or additional term loans of the same Class of loan B” facility) (any existing Class of term loans Term Loan under clauses (i) and (ii), an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”), (ii) from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the Revolving Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental Revolving Commitment IncreasesLoans, the “Incremental FacilitiesLoans”) from ). The aggregate original principal amount for all such Incremental Term Loans, together with any Additional Lender; provided thatIncremental Revolving Credit Commitments established at any time, subject shall not exceed the sum of $50,000,000 so long as, on a pro forma basis, determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 1.04(c6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility Permitted Acquisition consummated in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary hereintherewith, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Consolidated Leverage Ratio shall not exceed the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b), without giving effect to any temporary increase in the Consolidated Leverage Ratio as a result of an Acquisition Holiday. Any Incremental Cap at such time. Each Term Loan or Incremental Facility Revolving Credit Commitment shall be in a minimum principal amount of $5,000,000 (or such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 in excess thereof if (or such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided lower amount that such amount may be less than $5,000,000 if such amount represents all the remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under the aggregate principal amount of Incremental Facilities set forth abovethis Section 2.24(a)).

Incremental Loans and Commitments. (a) The 2.4.1 Borrower Representative may at any time or by written notice to Administrative Agent from time to time after the Effective Closing Date, by written notice delivered request Incremental Revolving Credit Commitments in an aggregate amount not to exceed $10,000,000 from one or more Incremental Revolving Credit Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Credit Commitments in their own discretion; provided that each Incremental Revolving Credit Lender shall be subject to the approval of Administrative Agent request Agent. Such notice shall set forth (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or (iii) one or more additional Classes such lesser amount equal to the remaining available amount of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment IncreasesCredit Commitments), and (ii) the “Incremental Facilities”) from any Additional Lender; provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any date on which such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, Credit Commitments are requested to become effective (awhich shall not be less than ten (10) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects Business Days nor more than thirty (or in all respects if qualified by materiality30) on and as of days after the date of such Limited Condition Transaction notice). Promptly following delivery of such notice to Administrative Agent, Administrative Agent shall notify the applicable existing Revolving Credit Lenders and (b) no Event of Default each such Revolving Credit Lender shall have occurred and the option (but shall not be continuing (except, in the case required) to provide a portion of the incurrence or provision requested Incremental Revolving Credit Commitment equal to the product of its applicable Pro Rata Percentage and the applicable requested Incremental Revolving Credit Commitment. To the extent that any such Lender elects not to provide its ratable portion of the requested Incremental Facility in connection with a Permitted Acquisition Revolving Credit Commitment, Administrative Agent may request other existing Lenders or other Investment not prohibited by the terms of this Agreement, which shall be subject financial institutions to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount provide such portion of the requested Incremental Facilities that can be incurred at any time Revolving Credit Commitment, and Borrowers shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the pay to Administrative Agent otherwise agree); provided that for its own account such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovearrangement fees as agreed to by Administrative Agent and Borrowers.

Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Effective Closing Date, by written notice delivered pursuant to the Administrative Agent request an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the Revolving RC Facility Commitments of any Class (each such increase, an “Incremental Revolving RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement Revolving RC Facility Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving RC Facility Commitment Increases, the “Incremental Facilities”) from any Additional Lender); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and that at the applicable time that of determination in accordance with Section 1.09(a) with respect to any such Incremental Term LoanFacility, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Specified Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01)continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $5,000,000 10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such the principal amount may be less than $5,000,000 such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time (on one or more occasions) after the Amendment No. 1 Effective Date, by written with notice delivered to the Administrative Agent request Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans or increases of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in increase the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the any Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”) from any Additional Lender)); provided that, subject to Section 1.04(c) in the case of Incremental Facilities incurred to finance a Limited Condition Transaction1.08, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that of the incurrence of any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedFacility, (a1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects if qualified by materialityor (y) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by similar Investment, the terms of this Agreement, which Specified Representations shall be true and correct in all material respects (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all materials respect as of such earlier date); provided that, if any Specified Representation is qualified by or subject to no Event of Default under clause (a)a “material adverse effect”, (b), (h) “material adverse change” or (i) of Section 7.01)similar term or qualification shall be true and correct in all respects. Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount (i) Incremental Term Loans may be less than $5,000,000 if such amount represents all incurred without regard to the remaining availability under Incremental Cap, without regard to whether an Event of Default has occurred and is continuing and, without regard to the aggregate principal amount of Incremental Facilities minimums set forth above.in the 121 US-DOCS\115047431.4

Incremental Loans and Commitments. (a) The AtDuring the Suspension Period neither the Borrower may nor any Subsidiary shall borrow or seek to borrow any Incremental Loan or enter into any facility for the purpose of borrowing Incremental Loans. Other than during the Suspension Period, at any time during the period commencing on the Restatement Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing (or, in the case of a Limited Condition Transaction, (x) on the date of the execution of the definitive agreement in connection therewith, no Event of Default shall exist and (y) no Event of Default pursuant to Section 8.1(a) or (f) shall exist and be continuing both immediately before and immediately after the effectiveness of the related incremental amendment) and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time after the Effective Datetime, by written notice delivered to the Administrative Agent request (i) an increase in the aggregate principal amount of the Term Loans then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more additional Classes new term loan facilities (which may take the form of a “term loans or additional term loans of the same Class of loan B” facility) (each, a “New Term Facility”) (any existing Class of term loans Term Loan under clauses (i) and (ii), an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”), (ii) from one or more increases existing Lenders and/or from other Eligible Assignees reasonably acceptable to the Administrative Agent and the Borrower and (iii) new revolving credit commitments under this Agreement on the terms set forth in the amount of the Revolving Commitments of any Class this Section 2.24 (each such increaseeach, an “Incremental Revolving Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans” and together with the Incremental Term Loans and the Incremental Revolving Commitment IncreasesLoans, the “Incremental FacilitiesLoans”). The aggregate original principal amount for all such Incremental Term Loans, together with any Incremental Revolving Credit Commitments established at any time, shall not exceed the sum of (x) from any Additional Lender; provided that$100,000,000 plus (y) an unlimited amount so long as, subject on a Pro Forma Basis, determined on the basis of US-DOCS\109358599.12 the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 1.04(c6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility Permitted Acquisition consummated in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary hereintherewith, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Consolidated Leverage Ratio shall not exceed the lesser of (A) the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b) and (B) 3.00 to 1.00; provided, that for purposes of any Incremental Cap Loans established pursuant to this Section 2.24, (i) at such timethe Borrower’s option, the Borrower shall be deemed to have used amounts under clause (y) prior to utilization of amounts under clause (x), and (ii) Incremental Loans pursuant to this Section 2.24 may be incurred simultaneously under both clauses (x) and (y) and may be utilized in a single transaction or series of related transactions, at the Borrower’s option, by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x). Each Any Incremental Facility Term Loan or Incremental Revolving Credit Commitment shall be in a minimum principal amount of $5,000,000 (or such lower amount that represents all remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 5,000,000 in excess thereof if (or such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided lower amount that such amount may be less than $5,000,000 if such amount represents all the remaining Incremental Term Loan and Incremental Revolving Credit Commitment availability under the aggregate principal amount of Incremental Facilities set forth abovethis Section 2.24(a)).

Incremental Loans and Commitments. (a) The Borrower may at At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Revolving Termination Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time after time, request new revolving credit commitments under this Agreement on the Effective Dateterms set forth in this Section 2.24 (each, by written notice an “Incremental Revolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans”). The aggregate original principal amount for all such Incremental Revolving Credit Commitments established at any time, shall not exceed the sum of $75,000,000 so long as, on a pro forma basis, determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”pursuant to Section 6.1(a) or (iii) one or more additional Classes of revolving credit commitments b), as the case may be (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender; provided that, subject to Section 1.04(c) assuming in the case of any Incremental Facilities incurred to finance a Limited Condition TransactionRevolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Revolving Credit Commitments) and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, (a) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any Incremental Facility Permitted Acquisition consummated in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to no Event of Default under clause (a), (b), (h) or (i) of Section 7.01). Notwithstanding anything to contrary hereintherewith, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Consolidated Leverage Ratio shall not exceed the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b), giving effect to any temporary increase in the Consolidated Leverage Ratio as a result of an Acquisition Holiday. Any Incremental Cap at such time. Each Incremental Facility Revolving Credit Commitment shall be in a minimum principal amount of $5,000,000 (or such lower amount that represents all remaining Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 in excess thereof if (or such Incremental Facilities are denominated in dollars (unless the Borrower and the Administrative Agent otherwise agree); provided lower amount that such amount may be less than $5,000,000 if such amount represents all the remaining Incremental Revolving Credit Commitment availability under the aggregate principal amount of Incremental Facilities set forth abovethis Section 2.24(a)).

Incremental Loans and Commitments. (a) The US Borrower may at any time or by written notice to the Administrative Agent elect from time to time after to request the Effective Date, by written notice delivered to the Administrative Agent request (i) establishment of one or more additional Classes of new term loan commitments (“New Term Loan Commitments” and the loans or additional term loans of the same Class of any existing Class of term loans (thereunder, the “Incremental New Term Loans”), (ii) one or more increases in the amount of the additional or increased US Revolving Commitments hereunder, in an aggregate amount for all such New Term Loan Commitments and additional or increased US Revolving Commitments, not in excess of any Class $85,000,000. Each such notice shall specify the date (each such increaseeach, an “Incremental Revolving Commitment IncreaseIncreased Amount Date”) on which the US Borrower proposes that the New Term Loan Commitments or (iii) one additional or more additional Classes of revolving credit commitments (increased US Revolving Commitments shall be effective, which shall be a date not less than three Business Days after the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lenderdate on which such notice is delivered to Administrative Agent; provided thatthat any Lender offered or approached to provide all or a portion of any New Term Loan Commitments or additional or increased US Revolving Commitments may elect or decline, subject in its sole discretion, to Section 1.04(cprovide or not to provide the same. Such New Term Loan Commitments or additional or increased US Revolving Commitments shall become effective as of such Increased Amount Date; provided that (1) in the case no Default or Event of Incremental Facilities incurred to finance a Limited Condition Transaction, Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments or additional or increased US Revolving Commitments, as the effectiveness case may be; (2) the proceeds of any Incremental Facility Amendment referred to below New Term Loans shall be used for general corporate purposes of the US Borrower and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, its Subsidiaries; (a3) the representations terms and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as provisions of the date of such Limited Condition Transaction and (b) no Event of Default New Term Loans made under New Term Loan Commitments shall have occurred and be continuing (exceptbe, in the case identical to those of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms Term Loans and for purposes of this Agreement, which any New Term Loans shall, upon the making thereof, be deemed to be Term Loans; (4) any such additional or increased US Revolving Commitments and the extensions of credit thereunder shall be subject to no Event ratable with the existing US Revolving Commitments and extensions of Default under clause credit thereunder; (a), (b), (h5) such New Term Loan Commitments or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility additional or increased US Revolving Commitments shall be in effected pursuant to one or more joinder agreements (each, a minimum principal amount of $5,000,000 “Joinder Agreement”) executed and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless delivered by the Borrower and US Borrower, the Administrative Agent otherwise agree)and one or more new lenders or existing Lenders as to which consents have been given as provided for in Section 12.04(b) for assignees of existing Term Loans or US Revolving Commitments, as the case may be; provided that and (6) the US Borrower shall deliver or cause to be delivered any customary legal opinions or other documents, in each case as reasonably requested by the Administrative Agent or the New Lenders in connection with any such amount may transaction, including any supplements or amendments to the Security Documents providing for such New Term Loans or additional or increased US Revolving Commitments and the extensions of credit thereunder to be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovesecured thereby.

Incremental Loans and Commitments. (a) The US Borrower may at any time or by written notice to the Administrative Agent elect from time to time after to request the Effective Date, by written notice delivered to the Administrative Agent request (i) establishment of one or more additional Classes of new term loan commitments (“New Term Loan Commitments” and the loans or additional term loans of the same Class of any existing Class of term loans (thereunder, the “Incremental New Term Loans”), (ii) one or more increases in the amount of the additional or increased US Revolving Commitments hereunder, in an aggregate amount for all such New Term Loan Commitments and additional or increased US Revolving Commitments, not in excess of any Class $150,000,000. Each such notice shall specify the date (each such increaseeach, an “Incremental Revolving Commitment IncreaseIncreased Amount Date”) on which the US Borrower proposes that the New Term Loan Commitments or (iii) one additional or more additional Classes of revolving credit commitments (increased US Revolving Commitments shall be effective, which shall be a date not less than three Business Days after the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lenderdate on which such notice is delivered to Administrative Agent; provided thatthat any Lender offered or approached to provide all or a portion of any New Term Loan Commitments or additional or increased US Revolving Commitments may elect or decline, subject in its sole discretion, to Section 1.04(cprovide or not to provide the same. Such New Term Loan Commitments or additional or increased US Revolving Commitments shall become effective as of such Increased Amount Date; provided that (1) in the case no Default or Event of Incremental Facilities incurred to finance a Limited Condition Transaction, Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments or additional or increased US Revolving Commitments, as the effectiveness case may be; (2) the proceeds of any Incremental Facility Amendment referred to below New Term Loans shall be used for general corporate purposes of the US Borrower and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effected, its Subsidiaries; (a3) the representations terms and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as provisions of the date of such Limited Condition Transaction and (b) no Event of Default New Term Loans made under New Term Loan Commitments shall have occurred and be continuing (exceptbe, in the case identical to those of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms Term Loans and for purposes of this Agreement, which any New Term Loans shall, upon the making thereof, be deemed to be Term Loans; (4) any such additional or increased US Revolving Commitments and the extensions of credit thereunder shall be subject to no Event ratable with the existing US Revolving Commitments and extensions of Default under clause credit thereunder; (a), (b), (h5) such New Term Loan Commitments or (i) of Section 7.01). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility additional or increased US Revolving Commitments shall be in effected pursuant to one or more joinder agreements (each, a minimum principal amount of $5,000,000 “Joinder Agreement”) executed and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless delivered by the Borrower and US Borrower, the Administrative Agent otherwise agree)and one or more new lenders or existing Lenders as to which consents have been given as provided for in Section 12.04(b) for assignees of existing Term Loans or US Revolving Commitments, as the case may be; provided that and (6) the US Borrower shall deliver or cause to be delivered any customary legal opinions or other documents, in each case as reasonably requested by the Administrative Agent or the New Lenders in connection with any such amount may transaction, including any supplements or amendments to the Security Documents providing for such New Term Loans or additional or increased US Revolving Commitments and the extensions of credit thereunder to be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovesecured thereby.

Incremental Loans and Commitments. (a) The Borrower Borrowers may at any time or from time to time (on one or more occasions) after the Effective Closing Date, by written notice delivered pursuant to the Administrative Agent request an Incremental Facility Amendment (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (the “Incremental Term Loans”), (ii) add one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or and (iiiii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”) from any Additional Lender); provided thatthat at the time of incurrence of any such Incremental Facility (or, subject to Section 1.04(c) in the case of a “last-out” Incremental Facilities incurred Facility the proceeds of which are to finance be used to consummate a Limited Condition Transaction, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the applicable time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedof determination in accordance with Section 1.09(a)), (aA) no Event of Default shall have occurred and be continuing and (B) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects at such time (or in all respects if qualified by materiality) on and as of the date of such Limited Condition Transaction and (b) no Event of Default shall have occurred and be continuing (exceptsubject, in the case of the incurrence or provision of any “last-out” Incremental Facility in connection with the proceeds of which are to be used to consummate a Permitted Acquisition Limited Condition Transaction, to customary “Sungard” or other Investment not prohibited by “certain funds” limitations); provided that, to the terms of this Agreementextent that such representations and warranties specifically refer to an earlier time, which they shall be subject to no Event true and correct in all material respects as of Default under clause (a), (b), (h) or (i) of Section 7.01)such earlier time. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $5,000,000 10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Lead Borrower and the Administrative Agent otherwise agree); provided that such the principal amount may be less than $5,000,000 such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.