Common use of Incremental Term Facilities Clause in Contracts

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and The Borrower may, by written notice to the Agent from time to time and on one or more occasions, request Incremental Term Commitments, in an aggregate principal amount not to exceed the Incremental Term Loan Amount at such time, subject from one or more financial institutions (which may include any existing Lender in such Lender’s sole discretion) that would be Eligible Assignees pursuant to Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loans. Each such notice shall set forth (i) the amount of the Incremental Term Commitments being requested, (ii) the date on which such Incremental Term Commitments are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Commitments are to be the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the existing Loans (the “Other Term Loans”). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything to the terms and conditions set forth contrary herein, the Borrower may, by notice may request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to the Administrative Incremental Term Loan Amount to the extent the Net Cash Proceeds of such Incremental Term Loans are used substantially concurrently with the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Agent an agreement (whereupon an “Incremental Assumption Agreement”) and such other documentation as the Administrative Agent shall promptly deliver a copy thereof to each Lender), reasonably request to add one or more additional tranches evidence the Incremental Term Commitment of term loans (all such additional tranches Incremental Term Lender, in each case in form and substance reasonably satisfactory to the Agent. Each Incremental Assumption Agreement shall specify the terms of term loans, the “applicable Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (Xi) the sum of the aggregate principal amount of all no existing Lender will be required to participate in any such Incremental Term Loans Loan Facility without its consent, (determined at ii) on the time date of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each any Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 Commitment and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoto the making of such Incremental Term Loans, each of the conditions set forth in Sections 4.02(b) and 4.02(c) shall be satisfied, (1iii) the final maturity date of any Other Term Loans shall be no earlier than the Maturity Date of the Initial Term Loans and the weighted average life to maturity of such Incremental Term Loan Facility shall be not shorter than the then remaining weighted average life to maturity of the Initial Term Loans, (iv) the Borrower shall be is in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Loan Facility (and after giving effect to any acquisition consummated simultaneously therewith and all other appropriate pro forma compliance adjustment events), with the Financial Covenants (covenant set forth in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter of Holdco for which financial statements are required to have been delivered pursuant to Section 6.15.01, (v) after giving effect each Incremental Term Loan Facility will have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, the Initial Term Loan Facility, (vi) the interest rate margins and original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and the applicable Incremental Term Lenders; provided, that if the total yield (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount (in each case, equated to the incurrence interest rate based upon an assumed four-year life to maturity or, if shorter, the remaining life to maturity of the Initial Term Loan Facility) and any interest rate floor payable to the arrangers providing such Incremental Term Loan Facility in the initial primary syndication thereof but excluding any arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to such arrangers) of any Incremental Term Loan Facility exceeds the total yield (consistently determined) on the Initial Term Loan Facility by more than 50 basis points, then the applicable margins for the Initial Term Loan Facility shall be increased to the extent necessary so that the total yield (consistently determined) on the Initial Term Loan Facility is 50 basis points less than the total yield (consistently determined) on such Incremental Term Loan Facility (provided, that, if the Adjusted LIBO Rate or the Alternate Base Rate in respect of such Incremental Term Loan Facility and all transactions consummated in connection therewithincludes a floor greater than the floor applicable to the Initial Term Loan Facility, then such excess amount shall be equated to interest rate for purposes of determining the total yield under such Incremental Term Loan Facility), and (1vii) the representations and warranties of the each Incremental Term Loan Parties set forth in the Loan Documents Facility shall be true on terms and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to documentation to be mutually agreed; provided, that to the extent such Incremental terms and documentation are not consistent with the Initial Term Loan Facility Amendment (except to the extent that permitted above), such representations terms and warranties relate to an earlier date, in which case such representations and warranties documentation shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, reasonably satisfactory to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and CommitmentsAgent. (c) Any The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loans (1) for purposes Loan Facility. Each of prepaymentsthe parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall be treated substantially amended to the same as extent (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable but only to the periods after extent) necessary to reflect the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date existence and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansCommitments evidenced thereby. Any bank, financial institution or other Person that agrees such amendment may be memorialized in writing by the Agent with the Borrower Borrower’s consent (not to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1be unreasonably withheld) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory and furnished to the Administrative Agent and (1) if other parties hereto but shall not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with in respect to of such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2Commitments. (ed) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 This Section 2.23 shall supersede anything in Section 10.09 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitycontrary.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (whereupon i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent shall promptly deliver a copy thereof (such approval not to each Lenderbe unreasonably withheld or delayed), request to add one or more additional tranches ). (b) The terms and conditions of term loans (all such additional tranches of term loans, the “any Incremental Term Loans”; Loan Commitments and all such incremental facilities therefor, the “Incremental Term Facilities”)Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (Xi) the sum of the aggregate principal amount of all no Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower Loan Maturity Date shall be earlier than the latest Maturity Date in pro forma compliance with effect on the Financial Covenants (as date of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility Loans, (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such outstanding Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and all transactions consummated the effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may participate in connection therewithany mandatory prepayments hereunder (other than the mandatory prepayment under Section 2.14(e)) on a pro rata basis (or on a basis that is less than pro rata) with the other Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Loans, (iv) any Incremental Term Loan Commitments and Incremental Term Loans thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (1v) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and effective yield with respect to such Incremental Term Loans, determined as of the date of the making incurrence of the such Incremental Term Loans (but giving effect to any scheduled increases), shall not be greater than the effective yield with respect to the Tranche B Term Loans, determined as of such date (giving effect to any amendments to the effective yield on the Term B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect to any increase in interest margins with respect thereto pursuant to this clause (v)), plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate and Base Rate floors) with respect to the Tranche B Term Loans is increased so as to cause the effective yield with respect to the Tranche B Term Loans to equal the effective yield with respect to such Incremental Term Facility Amendment Loans minus 50 basis points (except for purposes of the foregoing, “effective yield” shall be determined, with respect to any Indebtedness, as the yield thereof, whether in the form of interest rate, interest rate margin, original issue discount, upfront fees, recurring periodic fees in substance equivalent to interest, an interest rate floor (subject to the proviso set forth below) or otherwise (but excluding arrangement fees, structuring fees, commitment fees, underwriting fees and other similar fees not paid generally to all lenders of such Indebtedness), with original issue discount and upfront fees being equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness), provided that any increase in the effective yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in the Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche B Term Loans and only to the extent that an increase in such representations floor with respect to the Tranche B Term Loans would cause an increase in the interest rate then in effect with respect thereto and warranties relate (vi) except for the terms referred to an earlier date, in which case such representations above and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as subject to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualificationSection 2.24(c); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to the terms of any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1for the avoidance of doubt, other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, upfront fees, original issue discounts and prepayment terms (including “no call” terms and other restrictions thereon) for purposes and premiums) are not consistent with those of prepayments, shall be treated substantially the same Tranche B Term Loans as (and in any event no more favorably than) effect on the Term B Loans and Existing date of incurrence of such Incremental Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, such differences shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are be reasonably satisfactory to the Administrative Agent (it being understood to the extent agreed, however, that any financial maintenance covenant is added for the benefit of (x) any Incremental Facility Agreement may include any Previously Absent Financial Maintenance Covenant if such Previously Absent Financial Maintenance Covenant applies only to periods after the latest Maturity Date in effect as of the date of incurrence of such Incremental Term Facility, no consent shall be required from the Administrative Agent Loans or any Lender this Agreement is amended to the extent that include such financial maintenance covenant is also added Previously Absent Financial Maintenance Covenant for the benefit of all Lenders and (y) any Incremental Facility Agreement may include covenants and other provisions applicable only to periods after the latest Maturity Date in effect as of the date of incurrence of such Incremental Term B Loans). In the event any Incremental Term Loans have the same terms as any existing Class of Loans then outstanding (disregarding any differences in original issue discount or upfront fees), such Incremental Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Loans, and the scheduled Installments set forth in Section 2.12 with respect to any such Class of Loans may be increased to reflect scheduled amortization of such Incremental Term Loans. (c) The Incremental Term Loan Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Loan Commitments and the Administrative Agent; provided that no Incremental Term Loan Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, no Event of Default shall have occurred and be continuing and the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) any Incremental Term Loan shall not have a final maturity date earlier than in the Latest Maturity Date case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, provided that, in the case of Incremental Term Loan Commitments established to finance a Limited Condition Acquisition, the condition set forth in this clause (i) may be waived or modified in a manner determined by the Borrower and the Incremental Lenders providing such Incremental Term Loan Commitments, as set forth in the applicable Incremental Facility Agreement, except that the requirement that the Specified Representations be true and correct as set forth above may not be waived or modified without the prior written consent of the Requisite Lenders, (ii) the Administrative Agent shall not have received a Weighted Average Life to Maturity that is shorter than certificate, dated the date of effectiveness thereof and signed by a Authorized Officer of the Borrower, confirming compliance with the condition set forth in clauses (1i) above and, if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity Commitments or any portion thereof are being established in reliance on clause (b) of the then‑existing Existing Term Loans definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause and (1iii) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (1consistent in all material respects with the documents delivered under Section 3 on the Closing Date) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Administrative Agent in connection with any such transaction. Each Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment Agreement may, without the consent of any other Lender, effect such amendments to any Loan this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section 2.13. 2.24, including any amendments necessary to treat the applicable Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.25 or refinanced under Section 2.26). (d) Upon the effectiveness of an Incremental Term Loan Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents. (e) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.24(a) and of the effectiveness of any Incremental Term Facility Amendment shallLoan Commitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (whereupon i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent shall promptly deliver a copy thereof (such approval not to each Lenderbe unreasonably withheld or delayed), request to add one or more additional tranches ). (b) The terms and conditions of term loans (all such additional tranches of term loans, the “any Incremental Term Loans”; Loan Commitments and all such incremental facilities therefor, the “Incremental Term Facilities”)Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (Xi) the sum of the aggregate principal amount of all no Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower Loan Maturity Date shall be earlier than the latest Maturity Date in pro forma compliance with effect on the Financial Covenants (as date of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewithLoans, and (1ii) the representations and warranties weighted average life to maturity of the Loan Parties set forth in the Loan Documents any Incremental Term Loans shall be true and correct in all material respects no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on and as the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such outstanding Loans, the effects of any prepayments made prior to the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties determination shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualificationdisregarded); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood that, subject to this clause (ii), the extent that any financial maintenance covenant is added for amortization schedule applicable to (and the benefit effect thereon of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (Aprepayments of) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased determined by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to Borrower and the contrary herein containedapplicable Incremental Lenders, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.(iii)

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add one or more additional tranches the establishment of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities thereforLoan Commitments, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all the Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount Loan Commitments established hereunder on any date shall not exceed the Incremental AmountAmount as of such date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective and (B) the amount of the Incremental Term Loan Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender must be an Eligible Assignee and, solely if such approval would be required under Section 10.6 for an assignment of Loans or Commitments of the applicable Class to such Incremental Lender, must be approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed)). The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans, (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such other Class of Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may participate in any mandatory prepayments hereunder on a pro rata basis (or on a basis that is less than pro rata) with the other Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Loans, (iv) any Incremental Term Loan Commitments and any Loans thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Commitments and Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (v) the Effective Yield with respect to any Incremental Term Loans (other than MFN Adjustment Excluded Indebtedness), determined as of the date of incurrence of such Incremental Term Loans, shall not be greater than the Effective Yield with respect to the Tranche B Term Loans, determined as of such date (giving effect to any amendments to the Effective Yield on the Tranche B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in the Effective Yield thereon pursuant to this clause (v)), plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate and Base Rate floors) with respect to the Tranche B Term Loans is increased, or fees to Lenders then holding the Tranche B Term Loans are paid, so as to cause the Effective Yield with respect to the Tranche B Term Loans to equal the Effective Yield with respect to such Incremental Term Loans minus 50 basis points, provided that any increase in the Effective Yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in the Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche B Term Loans (this clause (v), the “MFN Adjustment”), and (Yvi) except for the terms referred to above and subject to Section 2.23(c), the terms of any Incremental Term Loans (for the avoidance of doubt, other than with respect to Effective Yield and components thereof, fees, prepayment terms (including “no call” terms and other restrictions thereon) and premiums) shall satisfy the Specified Permitted Indebtedness Documentation Requirements. In the event any Incremental Term Loans have the same terms as any existing Class of Loans then outstanding or any Extended/Modified Term Loans or Refinancing Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Incremental Term Loans may, at the time election of each the Borrower, be treated as a single Class with such request outstanding Term Loans or such Extended/Modified Term Loans or Refinancing Term Loans, and upon the effectiveness scheduled Installments set forth in Section 2.11 with respect to any such Class of Loans may be increased, without the consent of the Majority in Interest of such Class or any Lender of such Class, to reflect scheduled amortization of such Incremental Term Loans. The Incremental Term Loan Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Facility AmendmentLoan Commitments and the Administrative Agent; provided that no Incremental Term Loan Commitments shall become effective unless (i) on the date of effectiveness thereof, after giving Pro Forma Effect to such Incremental Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, (1x) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders shall have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is be continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, result therefrom and (1y) the representations and warranties of the Loan Parties each Credit Party set forth in the Loan Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant to any such Incremental Term Facility Amendment (except to the extent representation and warranty that such representations and warranties relate expressly relates to an earlier date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and date, provided that any representation and warranty that is qualified in the case of Incremental Term Loan Commitments established to finance, in whole or in part, a Limited Conditionality Transaction, the conditions set forth in this clause (i) may be tested in accordance with Section 1.2(e) and/or may be modified in a manner customary for “SunGard” limited condition transactions, in each case as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by the Borrower and the Incremental Lenders providing such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into Loan Commitment and set forth in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. the applicable Incremental Facility Agreement, (bii) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to shall have received a certificate, dated the extent that any financial maintenance covenant is added for the benefit date of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all effectiveness thereof and signed by an Authorized Officer of the Term B Loans)Borrower, provided that confirming compliance with the conditions set forth in clause (Ai) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and above (Bas may be modified as described in such clause) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) and, if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity Commitments or any portion thereof are being established in reliance on clause (b) of the then‑existing Existing Term Loans and definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause, (1iii) if the Borrower shall make any payments required to be made pursuant to Section 2.17(c) in connection with such Incremental Term Loan has amortization provisions other than those described in clause Commitments and the related transactions under this Section 2.23 and (xiv) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (1consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Administrative Agent in connection with any such transaction. Each Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment Agreement may, without the consent of any other Lender, effect such amendments to any Loan this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section 2.132.23, including any amendments necessary to treat the applicable Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “Majority in Interest”, “Pro Rata Share” and “Requisite Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.24 or refinanced under Section 2.25). Upon the effectiveness of an Incremental Term Loan Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents. [Reserved]. Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Class shall make a Loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.23(a) and of the effectiveness of any Incremental Term Facility Amendment shallLoan Commitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions on or after the Effective Date pursuant to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to an Incremental Amendment add one or more additional tranches new Classes of term loans facilities and/or increase the principal amount of the Loans of any existing Class by requesting new commitments to provide such Loans (all any such additional tranches of term loansnew Class or increase, the an “Incremental Term Facility” and any loan made pursuant to any Incremental Term Facility, “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the in an aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not to exceed the Incremental Amount, and Cap; provided that: (Yi) at the time of each such request and upon the effectiveness of each no Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall may be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty amount that is qualified as less than $1,000,000 (or such lesser amount to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to which the Administrative Agent may reasonably agree), (it being understood to ii) except as the extent that Borrower and any financial maintenance covenant is added for the benefit of any Incremental Term FacilityLender may separately agree, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans, and the determination to provide any Incremental Term Loans unless it so agrees in its shall be within the sole and absolute discretion. An discretion of such Lender, (iii) no Incremental Term Facility Amendment mayor Incremental Term Loan (nor the creation, without provision or implementation thereof) shall require the consent approval of any existing Lender other Lenderthan in its capacity, effect such amendments to if any, as a lender providing all or part of any Loan Documents Incremental Term Loan, (iv) except as may be necessary or appropriateotherwise permitted herein, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness terms of any Incremental Term Facility Amendment shallshall be no more restrictive to the Borrower in any material respect (taken as a whole) than the terms of the Term Loans (excluding (x) pricing, unless otherwise rate floors, original issue discounts or call protection, premiums and optional prepayment or redemption terms and (y) (I) covenants or other provisions applicable only to periods after the Maturity Date or (II) any more restrictive covenant, to the extent that such covenant is also added for the benefit of the outstanding Loans; it being understood and agreed to by that in each such case, no consent of the Administrative Agent and/or any Lender shall be required in connection with adding such covenant, and it may be added by the Borrower and the lenders providing the relevant Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(aFacility)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2., (ev) If the Effective Yield margin and pricing applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans Facility shall be increased determined by an amount equal to the amount of Borrower and the lender or lenders providing such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(eIncremental Term Facility, (vi) shall be permitted without the written consent of Majority Facility Lenders except with respect to customary bridge financings that, subject to customary conditions (as determined by the Term B FacilityBorrower in good faith), and provide for an automatic extension of the maturity date thereof to a date that satisfies this Section 2.13(eclause (vi) may or require such bridge loans to be amended, modified converted into or waived without the consent of any Lenders other than Majority Facility Lenders exchanged for permanent financing with respect to the Term B Facility.a maturity date that would satisfy this clause

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lenderof the Lenders), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; ) and all such incremental facilities therefor, the “Alternative Incremental Term Facilities”); provided that (X) the sum of the Facility Debt in an aggregate principal amount of all up to (i) $100,000,000 if, after giving effect to the incurrence of such amount and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Term Loans and such Alternative Incremental Facility Debt has been funded on such date and the proceeds of such amount shall be excluded from the calculation of cash and cash equivalents set forth in clause (determined at b) of the time definition of incurrenceConsolidated Net Debt), the Total Leverage Ratio is equal to or less than 5.00 to 1.00 plus (ii) plus an additional amount if, after giving effect to the Aggregate Increased Revolving Amount incurrence of such additional amount and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Term Loans and such Alternative Incremental Facility Debt has been funded on such date and that such Incremental Term Loans and Alternative Incremental Facility Debt is secured on a senior basis and the proceeds of such amount shall not exceed be excluded from the Incremental Amountcalculation of cash and cash equivalents set forth in clause (b) of the definition of Consolidated Net Debt), and (Y) the Senior Secured Leverage Ratio is equal to or less than 3.50 to 1.00; provided that, at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1A) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoshall result therefrom, and (1B) the Borrower shall be have delivered a certificate of a Financial Officer to the effect set forth in pro forma clause (A) above, together with reasonably detailed calculations demonstrating compliance with the Financial Covenants clauses (a)(i) and (a)(ii) above (which calculations shall, if made as of the most recently ended last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements have been and certificate of a Financial Officer required to be delivered pursuant to by Section 6.15.01(a) after giving effect to or 5.01(b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the incurrence relevant period). Each tranche of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4Loans set forth above. (b) Each The Incremental Term Facility Loans (i) shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment in respect of the Collateral and of security (if any) with the other Obligations in respect of the Tranche B-1 Term Loans and Commitments. the Tranche B-2 Term Loans, (c) Any Incremental Term Loans (1ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term B Loans and Existing the Tranche B-2 Term Loans, Loans and (1iii) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have be on terms and subject to conditions as agreed between the same terms as Borrower and the Incremental Term B Loans or (except for covenants or other provisions applicable only Lenders and, to the periods after the Term B Maturity Date) extent such terms as (other than with respect to maturity, amortization and pricing) are inconsistent with those governing the Tranche B-2 Term Loans, reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan exceeds the Weighted Average Yield relating to a Class of existing Term Loans (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans prior to time that such Incremental Term Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to such Class of existing Term Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to such Class of existing Term Loans by more than 0.50%, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Tranche B-2 Term Maturity Date and (BC) any Incremental Term Loan shall not have a Weighted Average Life to Maturity weighted average life that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity weighted average life of the then-existing remaining Tranche B-2 Term B Loans. (dc) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansLoan. Any additional bank, financial institution institution, existing Lender or other Person that agrees with the Borrower elects to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Borrower and the Administrative Agent and (1any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Loan PartiesBorrower, each such Incremental Term Additional Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans Loan, unless it so agrees agrees. Commitments in its sole and absolute discretionrespect of any Incremental Term Loans shall become Commitments under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Term Facility Amendment may, without the consent of any other LenderLenders, effect such amendments to this Agreement or any other Loan Documents Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13(including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a))Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (g) and (h) of Section 5.2. 4.01 (eit being understood and agreed that all references to a Borrowing in clauses (g) If the Effective Yield applicable and (h) of Section 4.01 shall be deemed to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 refer to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority applicable Incremental Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B FacilityAmendment).

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add one or more additional tranches the establishment of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities thereforLoan Commitments, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all the Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount Loan Commitments established hereunder on any date shall not exceed the Incremental AmountAmount as of such date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective and (B) the amount of the Incremental Term Loan Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender must be an Eligible Assignee and, solely if such approval would be required under Section 10.6 for an assignment of Loans or Commitments of the applicable Class to such Incremental Lender, must be approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed)). (b) The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans, (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such other Class of Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may participate in any mandatory prepayments hereunder on a pro rata basis (or on a basis that is less than pro rata) with the other Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Loans, (iv) any Incremental Term Loan Commitments and any Loans thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Commitments and Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (v) the Effective Yield with respect to any Incremental Term Loans (other than MFN Adjustment Excluded Indebtedness), determined as of the date of incurrence of such Incremental Term Loans, shall not be greater than the Effective Yield with respect to the Tranche B Term Loans, determined as of such date (giving effect to any amendments to the Effective Yield on the Tranche B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in the Effective Yield thereon pursuant to this clause (v)), plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar RateTerm SOFR and Base Rate floors) with respect to the Tranche B Term Loans is increased, or fees to Lenders then holding the Tranche B Term Loans are paid, so as to cause the Effective Yield with respect to the Tranche B Term Loans to equal the Effective Yield with respect to such Incremental Term Loans minus 50 basis points, provided that any increase in the Effective Yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar RateTerm SOFR or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in the Adjusted Eurodollar RateTerm SOFR or Base Rate floor applicable to the Tranche B Term Loans (this clause (v), the “MFN Adjustment”), and (Yvi) except for the terms referred to above and subject to Section 2.23(c), the terms of any Incremental Term Loans (for the avoidance of doubt, other than with respect to Effective Yield and components thereof, fees, prepayment terms (including “no call” terms and other restrictions thereon) and premiums) shall satisfy the Specified Permitted Indebtedness Documentation Requirements. In the event any Incremental Term Loans have the same terms as any existing Class of Loans then outstanding or any Extended/Modified Term Loans or Refinancing Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Incremental Term Loans may, at the time election of each the Borrower, be treated as a single Class with such request outstanding Term Loans or such Extended/Modified Term Loans or Refinancing Term Loans, and upon the effectiveness scheduled Installments set forth in Section 2.11 with respect to any such Class of Loans may be increased, without the consent of the Majority in Interest of such Class or any Lender of such Class, to reflect scheduled amortization of such Incremental Term Loans. (c) The Incremental Term Loan Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Facility AmendmentLoan Commitments and the Administrative Agent; provided that no Incremental Term Loan Commitments shall become effective unless (i) on the date of effectiveness thereof, after giving Pro Forma Effect to such Incremental Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, (1x) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders shall have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is be continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, result therefrom and (1y) the representations and warranties of the Loan Parties each Credit Party set forth in the Loan Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant to any such Incremental Term Facility Amendment (except to the extent representation and warranty that such representations and warranties relate expressly relates to an earlier date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and date, provided that any representation and warranty that is qualified in the case of Incremental Term Loan Commitments established to finance, in whole or in part, a Limited Conditionality Transaction, the conditions set forth in this clause (i) may be tested in accordance with Section 1.2(e) and/or may be modified in a manner customary for “SunGard” limited condition transactions, in each case as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by the Borrower and the Incremental Lenders providing such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into Loan Commitment and set forth in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. the applicable Incremental Facility Agreement, (bii) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to shall have received a certificate, dated the extent that any financial maintenance covenant is added for the benefit date of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all effectiveness thereof and signed by an Authorized Officer of the Term B Loans)Borrower, provided that confirming compliance with the conditions set forth in clause (Ai) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and above (Bas may be modified as described in such clause) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) and, if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity Commitments or any portion thereof are being established in reliance on clause (b) of the then‑existing Existing Term Loans and definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause, (1iii) if the Borrower shall make any payments required to be made pursuant to Section 2.17(c) in connection with such Incremental Term Loan has amortization provisions other than those described in clause Commitments and the related transactions under this Section 2.23 and (xiv) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (1consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Administrative Agent in connection with any such transaction. Each Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment Agreement may, without the consent of any other Lender, effect such amendments to any Loan this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to give effect to the provisions of this Section 2.13. 2.23, including any amendments necessary to treat the applicable Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “Majority in Interest”, “Pro Rata Share” and “Requisite Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.24 or refinanced under Section 2.25). (d) Upon the effectiveness of an Incremental Term Loan Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents. (e) [Reserved]. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Class shall make a Loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.23(a) and of the effectiveness of any Incremental Term Facility Amendment shallLoan Commitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add one or more additional tranches the establishment of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and Commitments, provided that the aggregate amount of all such incremental facilities therefor, the “Incremental Term Facilities”); provided that Commitments (Xother than Incremental Term Commitments in respect of Refinancing Term Loans) the sum of established hereunder when aggregated with the aggregate principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Amount. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Commitments shall be effective, which shall be a date not less than 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of Incremental Term Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B-2 Term Loans; provided that (i) if the All-in Yield for any Incremental Term Loans (determined at other than Refinancing Term Loans) exceeds the time All-in Yield for the Tranche B-2 Term Loans by more than 50 basis points (the amount of incurrencesuch excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Tranche B-2 Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (ii) plus no Incremental Term Maturity Date shall be earlier than the Aggregate Increased Revolving Amount Tranche B-2 Term Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall not exceed be no shorter than the remaining Weighted Average Life to Maturity of the Tranche B-2 Term Loans, (iv) the Incremental AmountTerm Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Tranche B-2 Term Loans but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the Tranche B-2 Term Loans, (vi) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Tranche B-2 Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party and (vii) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Tranche B-2 Term Loans (except as set forth in clauses (i), (ii) and (iii) above), such terms shall be reasonably satisfactory to the Administrative Agent. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement unless intended to constitute an increase in any previously established Class of Loans. (Yc) at The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the time of each such request and upon the effectiveness of Loan Parties, each Incremental Lender providing such Incremental Term Facility AmendmentCommitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments (1) and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 shall have occurred and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a)be continuing, (b)ii) on the date of effectiveness thereof, (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence making of Loans to be made on such Incremental Term Facility and all transactions consummated in connection therewithdate, and (1) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant any such representation and warranty that expressly relates to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier a prior date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification)prior date; provided that, customary “Sungard” or “certain funds” conditionality shall, to that if the extent agreed by proceeds of such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes are being used to finance a Permitted Acquisition, only the accuracy of prepayments, the Specified Representations shall be treated substantially conditions precedent to the same as incurrence of such Incremental Term Loans and (and in any event no more favorably thaniii) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, Borrower shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreement and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Facility Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.13. The 2.18(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (ai) At any time and from time to time, subject to With the terms and conditions set forth hereinprior written consent of the Administrative Agent, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add and any one or more additional tranches of Lenders (including New Term Lenders) may agree that such Lenders shall make incremental term loans (all such additional tranches of term loans, the “Incremental Term Loans”; ) by executing and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect delivering to the incurrence of such Incremental Term Facility Administrative Agent a notice (in form and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are substance reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that Agent) specifying (A) any the amount of the Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and Loans, (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those the applicable to closing date for the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term LenderLoan Closing Date”), (C) the applicable maturity date for the Incremental Term Loans (which in any event shall not be earlier than the Revolving Maturity Date), (1D) if not already a Lender or a Person to whom a Lender may assign one or more the amortization schedule for the Incremental Term Loans, (E) the Applicable Margin and other pricing terms for the Incremental Term Loans without and (F) the consent other terms and conditions of the Administrative Agent hereunderIncremental Term Loans, which, in each case, shall be reasonably satisfactory acceptable to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No The Incremental Term Facility Amendment Loans shall require rank pari passu in right of payment and of security with the consent Revolving Loans and after giving effect to the issuance of any Lender other than the Incremental Term Lenders with respect to such Loans, the Revolving Commitments plus the Incremental Term Facility AmendmentLoans, plus, the outstanding Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect. No Lender shall be obligated have any obligation to provide participate in the making of any Incremental Term Loans unless it agrees to do so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments With respect to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shallLoans incurred after the initial Replacement Term Loans Closing Date, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any such Incremental Term Loan exceeds Loans will not be more than 0.50% higher than the corresponding Effective Yield on the Term Loans then outstanding (calculated for both the Incremental Term Loans and the Term Loans then outstanding inclusive of any original issue discount, upfront fees and Adjusted LIBO Rate floors, payable to all applicable Term Lenders), unless the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 with respect to the Term B Loans shall be then outstanding is increased by an amount equal to the amount of difference between the Effective Yield with respect to such excess Incremental Term Loans and the corresponding Effective Yield on the existing Term Loans, minus 0.50%. With respect to the Revolving Commitments, the Effective Yield applicable to the Revolving Commitments will not be more than 0.50% higher than the corresponding Effective Yield on the Term Loans then outstanding (calculated for both the Term Loans then outstanding and the Revolving Commitments then existing inclusive of any original issue discount, upfront fees and Adjusted LIBO Rate floors, payable to all Term Lenders and all Revolving Lenders, respectively), unless the Effective Yield with respect to the Term Loans then outstanding is increased by an amount equal to the difference between the Effective Yield with respect to such Revolving Commitments and the corresponding Effective Yield on the existing Term Loans, minus 0.50%. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower (which consent shall not be unreasonably withheld) and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.03(c) shall execute a Lender Certificate whereupon such New Term Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (iii) Notwithstanding anything to the contrary herein containedin this Agreement, no amendment, modification or waiver of any provision each of the Credit parties hereto hereby agrees that, on any Incremental Term Loan Closing Date, this Agreement which would reduce shall be amended to the amount of any payment required as a result extent necessary to reflect the existence and terms of the operation of this Section 2.13(eIncremental Term Loans being made on such Incremental Term Loan Closing Date. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) shall be permitted without the written consent of Majority Facility Lenders with respect and furnished to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilityparties hereto.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add one or more additional tranches the establishment of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and Commitments, provided that the aggregate amount of all such incremental facilities therefor, the “Incremental Term Facilities”); provided that Commitments (Xother than Incremental Term Commitments in respect of Refinancing Term Loans) the sum of established hereunder when aggregated with the aggregate principal amount of all Incremental Equivalent Debt shall not exceed $250,000,000 during the term of this Agreementthe Maximum Incremental Amount. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Commitments shall be effective, which shall be a date not less than 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of Incremental Term Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Commitments and the Tranche B-2 Term Loans; provided that (i) if the All-in Yield for any Incremental Term Loans (determined at other than Refinancing Term Loans) exceeds the time All-in Yield for the Tranche B-2 Term Loans by more than 50 basis points (the amount of incurrencesuch excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Tranche B-2 Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (ii) plus no Incremental Term Maturity Date shall be earlier than the Aggregate Increased Revolving Amount Tranche B-2 Term Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall not exceed be no shorter than the remaining Weighted Average Life to Maturity of the Tranche B-2 Term Loans, (iv) the Incremental AmountTerm Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Tranche B-2 Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the Tranche B-2 Term Loans, (vi) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Tranche B-2 Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party and (vii) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Tranche B-2 Term Loans (except as set forth in clauses (i), (ii) and (iii) above), such terms shall be reasonably satisfactory to the Administrative Agent. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement unless intended to constitute an increase in any previously established Class of Loans. (Yc) at The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the time of each such request and upon the effectiveness of Loan Parties, each Incremental Lender providing such Incremental Term Facility AmendmentCommitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments (1) and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 shall have occurred and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a)be continuing, (b)ii) on the date of effectiveness thereof, (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence making of Loans to be made on such Incremental Term Facility and all transactions consummated in connection therewithdate, and (1) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant any such representation and warranty that expressly relates to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier a prior date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification)prior date; provided that, customary “Sungard” or “certain funds” conditionality shall, to that if the extent agreed by proceeds of such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes are being used to finance a Permitted Acquisition, only the accuracy of prepayments, the Specified Representations shall be treated substantially conditions precedent to the same as (and in any event no more favorably than) the Term B Loans and Existing incurrence of such Incremental Term Loans, (iii) except in the case of Refinancing Term Loans after giving effect to such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), and any related transaction on a Pro Forma Basis, the Senior Secured Leverage Ratio (calculated as of the last day of the fiscal quarter of Parent then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)) would not exceed 2.50:1.00, and (1iv and (iii) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, the Borrower shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreement and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Facility Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.13. The 2.18(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At The Borrower may, at any time and from time to time, subject time after the Closing Date and prior to the terms and conditions set forth herein, the Borrower mayTerm Facility Maturity Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add (x) the addition of one or more additional tranches new term loan facilities or an increase in the Term Commitments (each of such commitment increases and any such new term loans (all such additional tranches of term loans, the loan facility being an “Incremental Term Loans”; Facility” and all such incremental facilities therefor, the commitment of any lender with respect to any Incremental Term Facility being an “Incremental Term FacilitiesCommitment”)) to be effective as of a date (the “Increase Date”) specified in the related notice to the Administrative Agent; provided provided, however, that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred under this Section 2.19 and then outstanding does not exceed $400,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.50 to 1.0; (ii) each Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Term Loans pursuant Facilities; (iv) on the date of any request by the Borrower for an Incremental Term Commitment and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Term Facility; (vi) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that in the event that the Applicable Rate for any Advances under any Incremental Term Facility Amendment is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be increased to the extent necessary so that the Applicable Rate for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their respective affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Incremental Term Facility; (viii) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Term Facility are not consistent with the Facilities (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. clause (bv) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Datevi) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansabove), provided that (A) any Incremental Term Loan they shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent Agent; and (1x) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and Documents may be amended by the Administrative Agent. No , the Loan Parties and the Term Lenders providing an Incremental Term Facility Amendment shall require Facility, to the consent of any Lender other than the Incremental Term Lenders with respect extent necessary to evidence such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment mayconsistent with this Section 2.19(a), without the consent of any other Lender Party. (b) The Administrative Agent shall promptly notify the Term Lenders of a request by the Borrower for an Incremental Term Facility, which notice shall include (i) the proposed amount of such requested Incremental Term Commitment, (ii) the proposed Increase Date and (iii) the date by which the relevant Lenders wishing to participate in the Incremental Term Commitment must commit to an increase in the amount of their respective Commitments (which shall in no event be less than ten Business Days from the date of delivery of such notice to the relevant Lenders) (the “Incremental Term Commitment Date”). Each relevant Lender that is willing to participate in the requested Incremental Commitment (each an “Increasing Lender, effect such amendments to any Loan Documents as may be necessary or appropriate”) shall, in its sole discretion, give written notice to the opinion Administrative Agent on or prior to the Incremental Term Commitment Date of the amount by which it is willing to commit to the Incremental Term Facility. Any Lender not responding within such time period shall be deemed to have declined to participate in the requested Incremental Term Commitment. If the relevant Lenders notify the Administrative Agent that they are willing to participate in an Incremental Commitment by an aggregate amount that exceeds the amount of the requested Incremental Commitment, the requested Incremental Term Commitment shall be allocated among the relevant Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following the applicable Incremental Term Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the relevant Lenders are willing to participate in the requested Incremental Term Commitment. If the aggregate amount by which the Lenders are willing to participate in the requested Incremental Term Commitment on any such Incremental Term Commitment Date is less than the requested Incremental Term Commitment, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Incremental Term Commitment that has not been committed to by the relevant Lenders as of the Incremental Term Commitment Date; provided, however, that (i) the Commitment of each such Eligible Assignee shall be in an amount equal to at least $1,000,000 and (ii) each such Eligible Assignee shall be subject to the approval of the Administrative AgentAgent (which approval shall not be unreasonably withheld or delayed). (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to effect the provisions of this Section 2.13. The effectiveness of any participate in a requested Incremental Term Facility Amendment shallCommitment in accordance with Section 2.19(c) (each such Eligible Assignee, unless otherwise agreed an “Assuming Lender”) shall become a Lender Party to this Agreement as of the applicable Increase Date and the Commitment of each Increasing Lender for such Incremental Term Commitment shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before the Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the applicable Incremental Term Commitment and the corresponding modifications to this Agreement; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each a “Commitment Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and each Borrower; and (iii) confirmation from each Increasing Lender of the Incremental Term Lenders (and subject increase in the amount of its Commitment in a writing satisfactory to the proviso in Borrower and the first sentence of Section 2.13(a))Administrative Agent. On the applicable Increase Date, be subject to the satisfaction on the date thereof of each upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 5.2. 2.19(d), the Administrative Agent shall notify the Lenders (eincluding, without limitation, each Assuming Lender) If and the Effective Yield Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Incremental Term Commitment to be effected on the related Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. On the applicable Increase Date, the Advances under any Incremental Term Loan exceeds Facility that is to become part of an outstanding Facility shall bear interest at the Effective Yield Eurodollar Rates and for the remainder of the Term B Loans by more than 0.50%Interest Periods that are then applicable to such outstanding Facility in order to ensure that each Lender under such Facility, the rate of interest per annum applicable 1821445.29\C072091\0303228 after giving effect to the Incremental Term B Loans shall be increased by an amount equal Commitments, is entitled to a ratable share of all interest payments due under such Facility on the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitysame dates.

Incremental Term Facilities. (a) At The Borrower may, at any time and from time to time, subject time after the Closing Date and prior to the terms and conditions set forth herein, the Borrower mayTerm Facility Maturity Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add (x) the addition of one or more additional tranches of new term loans loan facilities (all any such additional tranches of new term loans, the loan facility being an “Incremental Term Loans”; Facility” and all such incremental facilities therefor, the commitment of any lender with respect to any Incremental Term Facility being an “Incremental Term FacilitiesCommitment”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1y) the Borrower shall addition of one or more new revolving Loan Facilities (any such new revolving loan facility being an “Incremental Revolving Facility” and the commitment of any lender with respect to any Incremental Revolving Facility being an “Incremental Revolving Commitment”) to be in pro forma compliance with the Financial Covenants (effective as of a date (the most recently ended fiscal quarter for which financial statements have been delivered pursuant “Increase Date”) specified in the related notice to Section 6.1the Administrative Agent; provided , however , that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred and Incremental Revolving Commitments obtained under this Section 2.19 and then outstanding does not exceed $250,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) each Incremental Facility shall be in an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Facilities; (iv) on the date of any request by the Borrower for an Incremental Commitment and on the related Increase Date, the applicable conditions set forth in Section 3.01(g) and 3.01(h) and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and all transactions consummated in connection therewith, and (1) the representations and warranties weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Loan Parties set forth Term Facility; (vi) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the date that is 18 months after the Closing Date, in the Loan Documents event that the Applicable Rate (taking into account any applicable interest rate “floor”) for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be true and correct in all material respects on and as of increased to the date of extent necessary so that the making of Applicable Rate for any Advances under the Incremental Term Loans pursuant Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to such the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement, structuring or commitment fees payable to the Sole Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Incremental Facility; (viii) each Incremental Facility Amendment may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms reasonably satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Facility are not consistent with the Facilities (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. clause (bv) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Datevi) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansabove), provided that (A) any Incremental Term Loan they shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent Agent; and (1x) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and Documents may be amended by the Administrative Agent. No , the Loan Parties and the Lenders providing an Incremental Term Facility Amendment shall require Facility, to the consent of any Lender other than the Incremental Term Lenders with respect extent necessary to evidence such Incremental Term Facility Amendment. No Lender shall be obligated consistent with this Section 2.19(a) and to provide any make appropriate revisions for the addition of a revolving loan facility in the case of an Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment mayRevolving Facility, without the consent of any other Lender Party. (b) The Administrative Agent shall promptly notify the Term Lenders of a request by the Borrower for an Incremental Facility, which notice shall include (i) the proposed amount of such requested Incremental Commitment, (ii) the proposed Increase Date and (iii) the date by which the relevant Lenders wishing to participate in the Incremental Commitment must commit to an Incremental Commitment (which shall in no event be less than ten Business Days from the date of delivery of such notice to the relevant Lenders) (the “Incremental Commitment Date”). Each relevant Lender that is willing to participate in the requested Incremental Commitment (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Incremental Commitment Date of the amount by which it is willing to commit to the Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate in the requested Incremental Commitment. If the relevant Lenders notify the Administrative Agent that they are willing to participate in an Incremental Commitment by an aggregate amount that exceeds the amount of the requested Incremental Commitment, the requested Incremental Commitment shall be allocated among the relevant Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following the applicable Incremental Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the relevant Lenders are willing to participate in the requested Incremental Commitment. If the aggregate amount by which the Lenders are willing to participate in the requested Incremental Commitment on any such Incremental Commitment Date is less than the requested Incremental Commitment, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Incremental Commitment that has not been committed to by the relevant Lenders as of the Incremental Commitment Date; provided , however , that (i) the Commitment of each such Eligible Assignee shall be in an amount equal to at least $1,000,000 and (ii) each such Eligible Assignee shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Incremental Commitment in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender Party to this Agreement as of the applicable Increase Date and the Commitment of each Increasing Lender for such Incremental Commitment shall be equal to the amount so committed by such Lender (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided , however , that the Administrative Agent shall have received on or before the Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the applicable Incremental Commitment and the corresponding modifications to this Agreement; (ii) an assumption agreement from each Assuming Lender, effect if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each a “Commitment Assumption Agreement”), duly executed by such amendments Eligible Assignee, the Administrative Agent and each Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to any Loan Documents the Borrower and the Administrative Agent; and (iv) customary legal opinions or other documents from the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to reasonably requested by the Administrative Agent and in connection with any such transaction. On the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a))applicable Increase Date, be subject to the satisfaction on the date thereof of each upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 5.2. 2.19(d), the Administrative Agent shall notify the Lenders (eincluding, without limitation, each Assuming Lender) If and the Effective Yield Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Incremental Commitment to be effected on the related Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. On the applicable Increase Date, the Advances under any Incremental Term Loan exceeds Facility that is to become part of an outstanding Facility shall bear interest at the Effective Yield Eurodollar Rates and for the remainder of the Term B Loans by more than 0.50%Interest Periods that are then applicable to such outstanding Facility in order to ensure that each Lender under such Facility, the rate of interest per annum applicable 1821445.29\C072091\0303228 after giving effect to the Incremental Term B Loans shall be increased by an amount equal Commitments, is entitled to a ratable share of all interest payments due under such Facility on the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitysame dates.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower mayThe Company may on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Commitments, provided that the aggregate amount of all the Incremental Term Commitments established hereunder shall not exceed $100,000,000 during the term of this Agreement. Each such notice shall specify (whereupon i) the date on which the Company proposes that the Incremental Term Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent shall promptly deliver a copy thereof Agent) after the date on which such notice is delivered to each Lender)the Administrative Agent, request to add one or more additional tranches and (ii) the amount of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Facilities”Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Commitments and the Tranche B Term Loans; provided that (Xi) if the sum of the aggregate principal amount of all Weighted Average Yield applicable to any Incremental Term Loans exceeds by more than 0.25% per annum the applicable Weighted Average Yield payable pursuant to the terms of this Agreement, as amended through the date of such calculation, with respect to Tranche B Term Loans, then the Applicable Rate then in effect for Tranche B Term Loans shall automatically be increased to eliminate such excess, (determined at ii) no Incremental Term Maturity Date shall be earlier than the time Tranche B Term Maturity Date, (iii) the weighted average life to maturity of incurrenceany Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the Tranche B Term Loans and (iv) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental AmountTerm Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Tranche B Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the Tranche B Term Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (Yeach a “Series”) at of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (c) The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the time of each such request and upon the effectiveness of Company, each Incremental Lender providing such Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 Commitments and Investments permitted by Section 7.4 and the Administrative Agent; provided that the applicable no Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or Commitments shall become effective unless (i)) has occurred on the date of effectiveness thereof, both immediately prior to and is continuing or would exist immediately after giving effect theretoto such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), no Default shall have occurred and be continuing, (1ii) on the Borrower shall be in pro forma compliance with the Financial Covenants (as date of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) effectiveness thereof, and after giving effect to the incurrence making of Loans to be made on such Incremental Term Facility and all transactions consummated in connection therewithdate, and (1) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) after giving effect to such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), and any related transaction, the Company shall be in Pro Forma Compliance (calculated as of the last day of the fiscal quarter of the Company then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of April 28, 2012 ), provided that, for purposes of the foregoing, the Senior Secured Indebtedness shall be determined on a Pro Forma Basis as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment effectiveness thereof) and (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably thaniv) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, Company shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreement and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Facility Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Company in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.13. The 2.18(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (whereupon i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent shall promptly deliver a copy thereof (such approval not to each Lenderbe unreasonably withheld or delayed), request to add one or more additional tranches ). (b) The terms and conditions of term loans (all such additional tranches of term loans, the “any Incremental Term Loans”; Loan Commitments and all such incremental facilities therefor, the “Incremental Term Facilities”)Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (Xi) other than with respect to the sum of the aggregate principal amount of all Amendment No. 3 Term Loans, no Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower Loan Maturity Date shall be earlier than the latest Maturity Date in pro forma compliance with effect on the Financial Covenants (as date of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewithLoans, and (1ii) theother than with respect to the representations and warranties Amendment No. 3 Term Loans, the weighted average life to maturity of the Loan Parties set forth in the Loan Documents any Incremental Term Loans shall be true and correct in all material respects no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on and as the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such outstanding Loans, the effects of any prepayments made prior to the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties determination shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualificationdisregarded); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood that, subject to this clause (ii), the extent that any financial maintenance covenant is added for amortization schedule applicable to (and the benefit effect thereon of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (Aprepayments of) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased determined by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to Borrower and the contrary herein containedapplicable Incremental Lenders, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e(iii) shall be permitted without the written consent of Majority Facility Lenders other than with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.Amendment No. 3

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lenderof the Lenders), request to add additional Term Loans or add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; each such increase or tranche, an “Incremental Term Facility”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed an amount equal to the sum of (i) the Fixed Incremental Amount, plus (ii) the Ratio Amount (the sum of the Fixed Incremental Amount and all such incremental facilities thereforthe Ratio Amount, the “Incremental Amount”). Calculation of the Incremental Amount shall be made on Pro Forma Basis. Each tranche of Incremental Term Facilities”Loans shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not less than $10.0 million (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that (X) the sum of the aggregate principal such amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that may be less than the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the Fixed Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) Amount or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4Ratio Amount. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans may be provided by any existing Lender (each it being understood that no existing Lender will have an “obligation to provide, and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Term Lender”Loans), shall (1) if not already a Lender in each case, on terms permitted under this Section 2.19, or a Person to whom a Lender may assign one or more Loans without the consent of any Additional Lender; provided that the Administrative Agent hereundershall have consented (in each case, such consent not to be reasonably satisfactory unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental Term Loans if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Term Loans to such Additional Lender; provided further that the making of any Incremental Term Loans by any Non-Debt Fund Affiliate shall be subject to the terms and (1) conditions applicable to any assignment of Term Loans to such Affiliated Lender as if not already a such Incremental Term Loans were assigned to such Affiliated Lender, . Each Incremental Term Facility shall become a Lender under this Agreement effective pursuant to an amendment (each each, an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan PartiesBorrower, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any or Additional Lender other than the Incremental Term Lenders with respect to providing such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, (but without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of ) and the Administrative Agent, to effect the provisions of this Section 2.13. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Facility Amendment Amendment, this Agreement and the other Loan Documents, as applicable, shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Facility and the Incremental Term Loans evidenced thereby. (c) Any Incremental Term Facility shall be subject to the following terms and conditions: (A) no Event of Default shall have occurred and be continuing or would result the incurrence of such Incremental Term Facility; provided that the condition set forth in this clause (A) may be waived or not required (other than with respect to Specified Events of Default) by the Persons providing such Incremental Term Facilities if the proceeds of the initial Borrowings under such Incremental Term Facilities will be used to finance, in whole or in part, an Investment or acquisition; and (B) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Term Facility; provided that the condition set forth in this clause (B) may be waived or not required (other than with respect to the Specified Representations) by the persons providing such Incremental Term Facilities if the proceeds of the initial Borrowings under such Incremental Term Facilities will be used to finance, in whole or in part, an Investment or acquisition, (ii) without the prior written consent of the Required Lenders, (A) the final maturity date of any such Incremental Term Loans will be no earlier than the Maturity Date of the Closing Date Term Loans; provided that this clause shall not apply to the incurrence of any Incremental Term Loans pursuant to the Inside Maturity Exception, (B) the Weighted Average Life to Maturity of any such Incremental Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans; provided that this clause shall not apply to the incurrence of any Incremental Term Loans pursuant to the Inside Maturity Exception; and (C) subject to clauses (A) and (B), the amortization schedules applicable to such Incremental Term Facility shall be as determined by the Borrower and the Lenders or Additional Lenders thereunder, (iii) such Incremental Term Facility shall, unless at the discretion of the Borrower, (A) rank pari passu in right of payment with the Obligations, (B) be subordinated in right of payment to the Obligations, (C) be secured on a pari passu basis with the Obligations, (D) be secured on a junior basis to the Obligations or (E) be unsecured; (iv) any Incremental Term Facility may provide for the ability of the Lenders or Additional Lenders providing such Incremental Facility to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term Loans, but not on a greater than pro rata basis to the Closing Date Term Loans (other than (A) any repayment of such Incremental Term Loans at maturity, and (B) any greater than pro rata repayment of such Incremental Term Loans with the proceeds of Credit Agreement Refinancing Indebtedness); (v) the interest rate, upfront fees and original issue discount for any Incremental Term Loans shall be as determined by the Borrower and the Lenders or Additional Lenders providing such Incremental Term Facility; provided that in the event that the interest rate margins applicable to any Incremental Term Loans (other than any Excluded Incremental Term Loan) that are incurred during the first six months following the Closing Date and are secured on a pari passu basis with the Closing Date Term Loans exceed the interest rate margins (taking into account the leverage-based pricing grid therein and any comparable leverage-based pricing grid applicable to such Incremental Term Loans) for the Closing Date Term Loans by more than 75 basis points, then the interest rate margins for the Closing Date Term Loans shall be increased to the extent necessary so that such interest rate margins for such Term Loans are equal to the interest rate margins for such Incremental Term Loans minus 75 basis points (vi) any other fees payable in connection with any Incremental Term Loans shall be as determined by the Borrower and the Lenders or Additional Lenders providing such Incremental Term Facility and (vii) except as otherwise agreed provided in clauses (i) through (vi), all other terms of such Incremental Term Facility shall be on terms (including subordination terms, if applicable) and pursuant to documentation to be determined by the Borrower and the providers of the Incremental Term Facility; provided that the operational and agency provisions contained in such documentation shall be reasonably satisfactory to the Administrative Agent and the Borrower. (d) The proceeds of any Incremental Term Lenders Loans will be used for general corporate purposes (including financing capital expenditures, Investments, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and subject to the proviso in the first sentence of Section 2.13(aany other transaction not prohibited hereunder)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If At any time and from time to time, subject to the Effective Yield terms and conditions set forth herein, the Borrower may, incur Incremental Equivalent Debt in an aggregate principal amount not to exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt, the aggregate amount of Incremental Facilities then permitted to be incurred under Section 2.19 (determined assuming that the proceeds of any such Incremental Facilities would have been used for the same purposes as the proceeds of such Incremental Equivalent Debt); provided that the incurrence of any Incremental Equivalent Debt shall reduce, on a dollar-for-dollar basis, the aggregate amount of Incremental Facilities permitted to be incurred under Section 2.19. (f) The incurrence of any Incremental Equivalent Debt pursuant to this Section 2.19(f), shall be subject to the following terms and conditions: (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the date of issuance of the Incremental Equivalent Debt signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to the execution and delivery of the applicable financing documentation in respect of such Incremental Equivalent Debt and the issuance of such Incremental Equivalent Debt, (ii) no Event of Default shall have occurred and be continuing or would result therefrom; provided that the condition set forth in this clause (ii) may be waived or not required (other than with respect to Specified Events of Default) by the persons providing such Incremental Equivalent Debt if the proceeds of the initial Borrowings under such Incremental Equivalent Debt will be used to finance, in whole or in part, an Investment or acquisition. (iii) without the prior written consent of the Required Lenders, (A) the final maturity date of any such Incremental Equivalent Debt will be no earlier than the Maturity Date of the Closing Date Term Loans; provided that this clause shall not apply to the incurrence of any Incremental Equivalent Debt pursuant to the Inside Maturity Exception; (B) the Weighted Average Life to Maturity of any such Incremental Equivalent Debt will be no shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans; provided that this clause shall not apply to the incurrence of any Incremental Term Loan exceeds Loans pursuant to the Effective Yield Inside Maturity Exception and (C) subject to clauses (A) and (B), the amortization schedules applicable to such Incremental Equivalent Debt shall be as determined by the Borrower and the Lenders or Additional Lenders thereunder, (iv) such Incremental Equivalent Debt shall, at the discretion of the Borrower, (A) rank pari passu in right of payment with the Obligations, (B) be subordinated in right of payment to the Obligations, (C) be secured on a pari passu basis with the Obligations, (D) be secured on a junior basis to the Obligations or (E) be unsecured; provided that if subordinated or secured, any intercreditor or lien subordination arrangements shall be reasonably satisfactory to the Administrative Agent, (v) any fees payable in connection with such Incremental Equivalent Debt shall be determined by the Borrower and the arrangers or lenders providing such Incremental Equivalent Debt, (vi) any Incremental Equivalent Debt may provide for the ability of the lenders providing such Incremental Equivalent Debt to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term B Loans by more but not on a greater than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 pro rata basis to the Closing Date Term B Loans (other than (A) any repayment of such Incremental Equivalent Debt at maturity, and (B) any greater than pro rata repayment of such Incremental Equivalent Debt with the proceeds of Credit Agreement Refinancing Indebtedness), (vii) all other terms of such Incremental Equivalent Debt, shall be increased on terms (including subordination terms, if applicable) and pursuant to documentation to be determined by an amount equal the Borrower and the providers of the Incremental Equivalent Debt. This Section 2.19 shall supersede any provisions in Section 9.08 to the amount contrary. For the avoidance of such excess minus 0.50%. Notwithstanding anything to the contrary herein containeddoubt, no amendment, modification or waiver of existing Lender will be required to provide any provision of Incremental Equivalent Debt and the Credit Agreement which would reduce Borrower shall have no obligation to offer any existing Lender the amount of opportunity to provide any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of commitment for any Lenders other than Majority Facility Lenders with respect to the Term B FacilityIncremental Equivalent Debt.

Incremental Term Facilities. (a) At The Borrower may, at any time and from time to time, subject time after the Closing Date and prior to the terms and conditions set forth herein, the Borrower mayTerm Facility Maturity Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add (x) the addition of one or more additional tranches new term loan facilities or an increase in the Term Commitments (each of such commitment increases and any such new term loans (all such additional tranches of term loans, the loan facility being an “Incremental Term Loans”; Facility” and all such incremental facilities therefor, the commitment of any lender with respect to any Incremental Term Facility being an “Incremental Term FacilitiesCommitment”)) to be effective as of a date (the “Increase Date”) specified in the related notice to the Administrative Agent; provided provided, however, that (Xi) the sum of in no event shall the aggregate principal amount of all Incremental Term Loans Commitments exceed $400,000,000; (determined at the time of incurrenceii) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants an amount not less than $25,000,000; (as iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the most recently ended fiscal quarter Incremental Term Facilities; (iv) on the date of any request by the Borrower for which financial statements have been delivered pursuant to an Incremental Term Commitment and on the related Increase Date, the applicable conditions set forth in Section 6.13.02 and in clause (d) of this Section 2.19 shall be satisfied; (v) after giving effect to the incurrence of any Incremental Term Facility, the Borrower shall be in Pro Forma compliance with all financial covenants set forth in Section 6.11; (vi) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Term Facility; (vii) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth Facility; provided that in the Loan Documents event that the Applicable Margin for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Margin for the Term Advances, then the Applicable Margin for the Term Advances shall be true and correct in all material respects on and as of increased to the date of extent necessary so that the making of Applicable Margin for any Advances under the Incremental Term Loans pursuant Facility is no more than 50 basis points greater than the Applicable Margin for the Term Advances; provided further that in determining the Applicable Margin applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded and (z) no Eurocurrency Rate or Base Rate “floors” applicable to any Advances under any Incremental Term Facility Amendment shall be higher than the Eurocurrency Rate or Base Rate “floors” applicable to the Term Advances; (viii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Incremental Term Facility; (ix) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms satisfactory to the Administrative Agent; (x) to the extent the terms and documentation of any Incremental Term Facility are not consistent with the Facilities (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. clause (bvi) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Datevii) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansabove), provided that (A) any Incremental Term Loan they shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent Agent; and (1xi) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and Documents may be amended by the Administrative Agent. No , the Loan Parties and the Term Lenders providing an Incremental Term Facility Amendment shall require Facility, to the consent of any Lender other than the Incremental Term Lenders with respect extent necessary to evidence such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment mayconsistent with this Section 2.19(a), without the consent of any other Lender Party. (b) The Administrative Agent shall promptly notify the Term Lenders of a request by the Borrower for an Incremental Term Facility, which notice shall include (i) the proposed amount of such requested Incremental Term Commitment, (ii) the proposed Increase Date and (iii) the date by which the relevant Lenders wishing to participate in the Incremental Term Commitment must commit to an increase in the amount of their respective Commitments (which shall in no event be less than ten Business Days from the date of delivery of such notice to the relevant Lenders) (the “Incremental Term Commitment Date”). Each relevant Lender that is willing to participate in the requested Incremental Commitment (each an “Increasing Lender, effect such amendments to any Loan Documents as may be necessary or appropriate”) shall, in its sole discretion, give written notice to the opinion Administrative Agent on or prior to the Incremental Term Commitment Date of the amount by which it is willing to commit to the Incremental Term Facility. Any Lender not responding within such time period shall be deemed to have declined to participate in the requested Incremental Term Commitment. If the relevant Lenders notify the Administrative Agent that they are willing to participate in an Incremental Commitment by an aggregate amount that exceeds the amount of the requested Incremental Commitment, the requested Incremental Term Commitment shall be allocated among the relevant Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following the applicable Incremental Term Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the relevant Lenders are willing to participate in the requested Incremental Term Commitment. If the aggregate amount by which the Lenders are willing to participate in the requested Incremental Term Commitment on any such Incremental Term Commitment Date is less than the requested Incremental Term Commitment, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Incremental Term Commitment that has not been committed to by the relevant Lenders as of the Incremental Term Commitment Date; provided, however, that (i) the Commitment of each such Eligible Assignee shall be in an amount equal to at least $1,000,000 and (ii) each such Eligible Assignee shall be subject to the approval of the Administrative AgentAgent (which approval shall not be unreasonably withheld or delayed). (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to effect the provisions of this Section 2.13. The effectiveness of any participate in a requested Incremental Term Facility Amendment shallCommitment in accordance with Section 2.19(c) (each such Eligible Assignee, unless otherwise agreed an “Assuming Lender”) shall become a Lender Party to this Agreement as of the applicable Increase Date and the Commitment of each Increasing Lender for such Incremental Term Commitment shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before the Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the applicable Incremental Commitment and the corresponding modifications to this Agreement; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each a “Commitment Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and each Borrower; and (iii) confirmation from each Increasing Lender of the Incremental Term Lenders (and subject increase in the amount of its Commitment in a writing satisfactory to the proviso in Borrower and the first sentence of Section 2.13(a))Administrative Agent. On the applicable Increase Date, be subject to the satisfaction on the date thereof of each upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 5.2. 2.19(d), the Administrative Agent shall notify the Lenders (eincluding, without limitation, each Assuming Lender) If and the Effective Yield Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Incremental Commitment to be effected on the related Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. On the applicable Increase Date, the Advances under any Incremental Term Loan exceeds Facility that is to become part of an outstanding Facility shall bear interest at the Effective Yield Eurodollar Rates and for the remainder of the Term B Loans by more than 0.50%Interest Periods that are then applicable to such outstanding Facility in order to ensure that each Lender under such Facility, the rate of interest per annum applicable 1821445.29\C072091\0303228 after giving effect to the Incremental Term B Loans shall be increased by an amount equal Commitments, is entitled to a ratable share of all interest payments due under such Facility on the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitysame dates.

Incremental Term Facilities. (a) At The Borrowers may on one or more occasions after the Closing Date, by written notice to the Administrative Agent, request the establishment of Incremental Term Commitments; provided that the aggregate amount of the Incremental Term Loans incurred under this Section 2.19 on any time and from time date shall not exceed the greater of (x) an amount equal to timethe Base Incremental Amount in effect on such date, (y) an amount subject to the Maximum Incremental Amount as of such date and (z) an amount equal to the aggregate amount of all optional prepayments of Term Loans (except prepayments made with the proceeds of any long-term Indebtedness) (it being understood that the Borrowers shall be deemed to have used amounts under clause (x) and clause (z) above prior to utilization of amounts under clause (y) above). Each such notice shall specify (A) the date on which the Borrowers propose that the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrowers propose to become an Incremental Term Lender, if such Person is not then a Lender, must be an Eligible Assignee). (b) The terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Amendment, substantially consistent to those of the Term Commitments and the Term Loans and, to the extent such terms and conditions are not substantially consistent with the terms and conditions set forth herein, the Borrower may, by notice applicable to the Administrative Agent (whereupon Term Commitments and the Administrative Agent Term Loans, such terms and conditions shall promptly deliver not be more favorable, taken as a copy thereof whole, to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all Lenders providing such incremental facilities therefor, the “Incremental Term Facilities”Facility than the terms of the existing Term Commitments and the Term Loans, as applicable (other than with respect to terms and conditions applicable only after the Latest Maturity Date then in effect); provided that (Xi) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amountupfront fees, interest rates and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the amortization schedule applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such any Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents Incremental Term Loans shall be true determined by the Borrowers and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Lenders providing the relevant Incremental Term Commitments, (ii) except in the case of an Incremental Term Facility Amendment (except to the extent that such representations and warranties relate effected as an increase to an earlier dateexisting Class of Term Loans, in which case such representations and warranties shall be true and correct in all material respects as the weighted average life to maturity of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order Loans shall be no shorter than the remaining weighted average life to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. maturity of the Terms Loans with the latest Maturity Date, (biii) Each no Incremental Term Facility Maturity Date shall not be guaranteed by earlier than the Term Maturity Date and (iv) any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) Facility, for purposes of prepaymentsprepayments (either mandatory or optional), shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and Existing Term Loansconditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (1each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. Each Incremental Term Facility and all extensions of credit thereunder shall be secured by the same Collateral securing the other than currencyLoan Document Obligations on a pari passu basis with the Liens on the Collateral securing the other Loan Document Obligations and shall be Guaranteed by the same Loan Parties that Guarantee the other Loan Document Obligations. (c) The Incremental Term Commitments and Incremental Term Facilities relating thereto shall be effected pursuant to one or more Incremental Facility Amendments executed and delivered by the Borrowers, amortizationeach Incremental Term Lender providing such Incremental Term Commitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (i) no Event of Default (or, pricing in the case of any Incremental Acquisition Term Facility if agreed by all applicable Incremental Term Lenders, no Event of Default under clause (including interest rate marginsa), rate floors(b), fees(h) or (i) of Article VII) shall have occurred and be continuing on the date of effectiveness thereof, premiums both immediately prior to and funding discountsimmediately after giving effect to such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), (ii) on the date of effectiveness thereof, the representations and maturity warranties of each Loan Party set forth in the Loan Documents (or, in the case of any Incremental Acquisition Term Facility if agreed by all applicable Incremental Term Lenders, the Specified Representations and the Specified Permitted Acquisition Agreement Representations) shall be true and correct (A) in the case of such representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) the Company shall be in compliance on a Pro Forma Basis with each of the financial maintenance covenants set forth in Section 6.13, (iv) the Borrowers shall make any payments required to be made pursuant to Section 2.14 in connection with such Incremental Term Commitments and the related transactions under this Section 2.19 and (v) the Borrowers shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.13. 2.19. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Term Lender, such Incremental Term Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Amendment, each Lender holding an Incremental Term Commitment of any Series shall make an Incremental Term Loan to the Borrowers in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Amendment. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrowers referred to in Section 2.19(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. The Revolving Credit Lenders hereby agree that: (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof from time to each Lender), request to add time and on one or more additional tranches of term loans occasions, request Incremental Term Commitments, from one or more financial institutions (all which may include any existing Lender in such additional tranches of term loans, the “Lender’s sole discretion) that are Eligible Assignees willing to provide such Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that no Incremental Term Loans may be borrowed at any time, and no commitments in respect of Incremental Term Loan Facilities may become effective at any time, if the sum, without duplication, of (Xx) the sum of the aggregate principal amount of all Incremental Term Loans borrowed hereunder at or prior to such time plus (determined y) the aggregate amount of all Incremental Term Commitments in respect of Incremental Term Loan Facilities that shall have become effective at or prior to such time plus (z) the aggregate principal amount of all Incremental Equivalent Debt incurred at or prior to such time of incurrence) plus the Aggregate Increased Revolving Amount shall not would exceed the Incremental AmountCap at such time. Each such notice shall set forth (i) the amount of the Incremental Term Commitments being requested, (ii)the date on which such Incremental Term Commitments are requested to become effective (the “Increased Amount Date”), and (Yiii) whether such Incremental Term Commitments are to be the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the existing Term Loans (the “Other Term Loans”). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the Incremental Cap outstanding at the time of each such request time. (b) The Borrower and upon the effectiveness of each Incremental Term Facility AmendmentLender shall execute and deliver to the Term Administrative Agent an agreement (an “Incremental Assumption Agreement”) and such other documentation as the Term Administrative Agent shall reasonably request to evidence the Incremental Term Commitment of such Incremental Term Lender, (1) no Event in each case in form and substance reasonably satisfactory to the Administrative Agent. Each Incremental Assumption Agreement shall specify the terms of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, Loans; provided that (i) no Event of Default under Sections 8.1(a)existing Lender will be required to participate in any such Incremental Term Loan Facility without its consent, (b), (hii) or (i)) has occurred on the date of effectiveness of any Incremental Term Commitment and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence making of such Incremental Term Facility and all transactions consummated in connection therewithLoans, and (1) the representations and warranties each of the Loan Parties conditions set forth in the Loan Documents Sections 4.02(b) and 4.02(c) shall be true and correct in all material respects on and as of satisfied (with references therein to the date of a Borrowing deemed to be references to such date of effectiveness), (iii) the making final maturity date of the Incremental any Other Term Loans pursuant shall be no earlier than 91 days following the Revolving Credit Maturity Date (without giving effect to the Springing Maturity Date) (or, if longer the Latest Term Maturity Date) and the Weighted Average Life to Maturity of such Incremental Term Loan Facility Amendment shall be not shorter than the then remaining Weighted Average Life to Maturity of the Revolving Credit Facility (except or, if longer, the then remaining Weighted Average Life to Maturity of the Term Loans), (iv) each Incremental Term Loan Facility will have the same guarantees as, and be secured by (X) the PP&E Collateral on a pari passu basis (but without regard to the extent that such representations control of remedies) with the other PP&E Priority Obligations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, (Y) the Borrowing Base Collateral on a junior basis relative to the extent agreed by such 1821445.29\C072091\0303228 Incremental LendersLiens on the Borrowing Base Collateral securing the Borrowing Base Priority Obligations, apply (v) the interest rate margins and original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Facilities entered into in order to finance Acquisitions permitted Loan Facility shall be determined by Section 7.5 or Investments permitted by Section 7.4. (b) Each the Borrower and the applicable Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor Lenders; and will rank pari passu or junior in right of payment and of security (if anyvi) with the other Loans terms and Commitments. (c) Any conditions of such Incremental Term Loans Loan Facility (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floorsexcluding pricing, fees, premiums and funding discountsoptional prepayment, redemption terms, amortization (subject to the preceding clause (iii)) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and at such time), taken as a whole, shall not be more restrictive in any material respect on the Loan Parties than those with respect to the Revolving Credit Facility. (Bc) any The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Facility. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable be amended to the then-existing Existing Term Loans, extent (but only to the Weighted Average Life extent) necessary to Maturity of reflect the then‑existing Existing Term Loans existence and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansCommitments evidenced thereby. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender such amendment may assign one or more Loans without the consent of be memorialized in writing by the Administrative Agent hereunder, with the Borrower’s consent (not to be reasonably satisfactory unreasonably withheld) and furnished to the Administrative Agent and (1) if other parties hereto but shall not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with in respect to of such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.Commitments;

Incremental Term Facilities. (a) At any time and The Borrower may, by written notice to the Agent from time to time and on one or more occasions, request Incremental Term Commitments, in an aggregate principal amount following the ARCA Effective Date not to exceed the Incremental Term Loan Amount at such time, subject from one or more financial institutions (which may include any existing Lender in such Lender’s sole discretion) that would be Eligible Assignees pursuant to Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loans. Each such notice shall set forth (i) the amount of the Incremental Term Commitments being requested, (ii) the date on which such Incremental Term Commitments are requested to become effective (the “Increased Amount Date”), and (iii) whether such Incremental Term Commitments are to be the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the existing Loans (the “Other Term Loans”). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything to the terms and conditions set forth contrary herein, the Borrower may, by notice may request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to the Administrative Incremental Term Loan Amount to the extent the Net Cash Proceeds of such Incremental Term Loans are used substantially concurrently with the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Agent an agreement (whereupon an “Incremental Assumption Agreement”) and such other documentation as the Administrative Agent shall promptly deliver a copy thereof to each Lender), reasonably request to add one or more additional tranches evidence the Incremental Term Commitment of term loans (all such additional tranches Incremental Term Lender, in each case in form and substance reasonably satisfactory to the Agent. Each Incremental Assumption Agreement shall specify the terms of term loans, the “applicable Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (Xi) the sum of the aggregate principal amount of all no existing Lender will be required to participate in any such Incremental Term Loans Loan Facility without its consent, (determined at ii) on the time date of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each any Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 Commitment and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoto the making of such Incremental Term Loans, each of the conditions set forth in Sections 4.02(b) and 4.02(c) shall be satisfied, (1iii) the final maturity date of any Other Term Loans shall be no earlier than the Maturity Date of the Initial Term Loans and the weighted average life to maturity of such Incremental Term Loan Facility shall be not shorter than the then remaining weighted average life to maturity of the Initial Term Loans, (iv) the Borrower shall be is in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Loan Facility (and after giving effect to any acquisition consummated simultaneously therewith and all other appropriate pro forma compliance adjustment events), with the Financial Covenants (covenant set forth in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter of Holdco for which financial statements are required to have been delivered pursuant to Section 6.15.01, (v) after giving effect each Incremental Term Loan Facility will have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, the Initial Term Loan Facility, (vi) the interest rate margins and original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and the applicable Incremental Term Lenders; provided, that if the total yield (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount (in each case, equated to the incurrence interest rate based upon an assumed four-year life to maturity or, if shorter, the remaining life to maturity of the Initial Term Loan Facility) and any interest rate floor payable to the arrangers providing such Incremental Term Loan Facility in the initial primary syndication thereof but excluding any arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to such arrangers) of any Incremental Term Loan Facility exceeds the total yield (consistently determined) on the Initial Term Loan Facility by more than 50 basis points, then the applicable margins for the Initial Term Loan Facility shall be increased to the extent necessary so that the total yield (consistently determined) on the Initial Term Loan Facility is 50 basis points less than the total yield (consistently determined) on such Incremental Term Loan Facility (provided, that, if the Adjusted LIBO Rate or the Alternate Base Rate in respect of such Incremental Term Loan Facility and all transactions consummated in connection therewithincludes a floor greater than the floor applicable to the Initial Term Loan Facility, then such excess amount shall be equated to interest rate for purposes of determining the total yield under such Incremental Term Loan Facility), and (1vii) the representations and warranties of the each Incremental Term Loan Parties set forth in the Loan Documents Facility shall be true on terms and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to documentation to be mutually agreed; provided, that to the extent such Incremental terms and documentation are not consistent with the Initial Term Loan Facility Amendment (except to the extent that permitted above), such representations terms and warranties relate to an earlier date, in which case such representations and warranties documentation shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, reasonably satisfactory to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and CommitmentsAgent. (c) Any The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loans (1) for purposes Loan Facility. Each of prepaymentsthe parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall be treated substantially amended to the same as extent (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable but only to the periods after extent) necessary to reflect the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date existence and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansCommitments evidenced thereby. Any bank, financial institution or other Person that agrees such amendment may be memorialized in writing by the Agent with the Borrower Borrower’s consent (not to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1be unreasonably withheld) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory and furnished to the Administrative Agent and (1) if other parties hereto but shall not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with in respect to of such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2Commitments. (ed) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 This Section 2.23 shall supersede anything in Section 10.09 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitycontrary.

Incremental Term Facilities. (a) At The Borrower may, at any time and or from time to timetime after the Closing Date, subject to the terms and conditions set forth herein, the Borrower mayon one or more occasions, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lenderof the Lenders), request to add one or more additional tranches of term loans (all such additional tranches of term loansthe commitments thereof, the “Incremental Term Commitments”, the loans thereunder, the “Incremental Term Loans”; , and all a Person making such incremental facilities thereforloans, the an “Incremental Term FacilitiesLender”); provided that (X) the sum of the aggregate principal amount of all , and any such Incremental Term Loans shall be subject to the following: (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1i) no Default or Event of Default (or, solely shall exist on the Incremental Facility Closing Date with respect to any Incremental Amendment entered into in connection with Acquisitions permitted by Section 7.5 therewith (and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoto such Incremental Term Loans made thereunder); (ii) on the Incremental Facility Closing Date with respect to any Incremental Amendment (and after giving effect to such Incremental Term Loans made thereunder), (1) the Borrower shall be in pro forma compliance with the Financial Covenants Section 6.3; (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1iii) immediately after giving effect to the incurrence issuance of such Incremental Term Loans and the addition of additional Appraised Collateral, if any, to the Collateral by any Obligor on the Incremental Facility and all transactions consummated in connection therewithClosing Date, and no Collateral Coverage Failure will have occured; (1iv) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the such Incremental Term Loans pursuant shall not mature earlier than the earliest Maturity Date applicable to any Loan outstanding on the applicable Incremental Facility Closing Date; (v) such Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any Loans outstanding on the applicable Incremental Facility Closing Date; (vi) subject to clauses (iv) and (v) above, the interest rates and the amortization schedule applicable to such Incremental Term Facility Amendment Loans shall be determined by the Borrower and the Incremental Term Lenders making such Incremental Term Loans; (except vii) all fees and expenses owing to the extent that Administrative Agent and the Joint Lead Arrangers and Joint Bookrunners shall have been paid on or prior to the applicable Incremental Facility Closing Date; (viii) with respect to the Incremental Amendment for such representations Incremental Term Loans, if the all-in-yield (as determined by the Borrower and warranties relate Incremental Term Lenders making such Incremental Term Loans) with respect to such Incremental Term Loans (whether in the form of interest rate margins, original issue discount (equated to interest based on an earlier dateassumed four-year life to maturity), in upfront fees (which case such representations and warranties shall be true deemed to constitute like amount of original issue discount) or a LIBOR or Index Rate floor that exceeds 1.0% or 1.0%, respectively (with any such excess amount being equated to interest margin based on an assumed four-year life to maturity for purposes of determining any increase (as described below) to the Applicable Margin for the applicable Class of Loans), but excluding any arrangement, structuring or other fees payable in connection therewith) exceeds the all-in yield (after giving effect to (x) interest rate margins (including LIBOR and correct Index Rate floors, if any), original issue discount (equated to interest based on an assumed four-year life to maturity) and upfront fees (which shall be deemed to constitute like amount of original issue discount) paid in all material respects as connection with the initial primary syndication of the Term Facility, but excluding any arrangement, structuring or other fees payable in connection therewith and (y) any amendments to the Applicable Margin in effect prior to the applicable Incremental Facility Closing Date) of any Class of Loans made on the Closing Date and outstanding on the applicable Incremental Facility Closing Date by more than 50 basis points (the amount of such earlier date and that any representation and warranty that is qualified excess above 50 basis points being referred to herein as to the “materiality” or “Material Adverse Effect” Incremental Yield Differential”), then, upon the effectiveness of such Incremental Amendment, the Applicable Margin then in effect for such Class of Loans then outstanding shall be true and correct in all respects without further qualification)automatically increased by the Incremental Yield Differential; provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, that this clause (viii) shall apply to any (x) both Tranche B1 Term Loans and Tranche B2 Term Loans if the maturity date of such Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 Loans is later than the Tranche B2 Term Maturity Date and earlier than the Tranche B1 Term Maturity Date and (x) only the Tranche B1 Term Loans if the maturity date of such Incremental Term Loans is the same as or Investments permitted by Section 7.4later than the Tranche B1 Term Loan Maturity Date. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary Except as set forth in Section 2.14(a), each tranche of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term outstanding Loans, and (1) other than currency, amortization, pricing including without limitation to be secured on a pari passu basis by the same Collateral (including interest rate margins, rate floors, fees, premiums and funding discountsany additional Collateral) and maturity datewith respect to mandatory and voluntary prepayments (unless the applicable Incremental Term Lenders agree to a less than pro rata share of such prepayments), shall have the same terms as the Term B Loans or (except for covenants or Guaranty, any other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit guarantees in respect of any Incremental Term Facility, no consent shall be required from the Administrative Agent Facility or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than Obligations and the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Collateral Documents. Each notice from the Borrower to the Administrative Agent pursuant to this Section 2.13 2.14(a) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend . (c) Incremental Term Loans may be made by any existing Lender or any Additional Lender (each an “provided that no Lender shall be obligated to make a portion of any Incremental Term Lender”Loan), shall in each case on the terms permitted in this Section 2.14, and, to the extent not permitted in this Section 2.14, all terms and documentation with respect to any Incremental Term Loans which (1i) if are not already a Lender or a Person to whom a Lender may assign one or more Loans without inconsistent with the consent terms of the Administrative Agent hereunder, Loan Documents or (ii) relate to provisions of a mechanical or administrative nature shall in each case be reasonably satisfactory to the Administrative Agent and the Borrower; provided that (1i) the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the Borrower shall have consented to any Lender or Additional Lender’s making such Incremental Term Loans if not already a such consent would be required under Section 9.2 for an assignment of Loans to such Lender or Additional Lender, . Commitments in respect of Incremental Term Loans shall become a Lender Commitments under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan PartiesBorrower, each Lender agreeing to provide such Incremental Term Lender Commitment, if any, each Additional Lender, if any, and the Administrative Agent. No The Incremental Term Facility Amendment shall require may, without the consent of any Lender other than Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be (unless waived by the Additional Lenders) subject to the satisfaction of the conditions set forth in Article III (it being understood that all references to the date of any Borrowing in Article III shall be deemed to refer to the Incremental Facility Closing Date) and such other conditions, in each case as the parties thereto shall agree (the effective date of any such Incremental Amendment, an “Incremental Facility Closing Date”). The Borrower will use the proceeds of the Incremental Term Lenders with respect to such Incremental Term Facility AmendmentLoans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2agrees. (ed) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein containedherein, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) 2.14 shall be permitted without the written consent of Majority Facility Lenders with respect supersede any provisions in Sections 9.1, 9.2 or 9.6 to the Term B Facility, contrary and this the Borrower and the Administrative Agent may amend Section 2.13(e) may be amended, modified or waived without the consent of 9.6 to implement any Lenders other than Majority Facility Lenders with respect to the Term B FacilityIncremental Amendment.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions on or after the Effective Date pursuant to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to an Incremental Amendment add one or more additional tranches new Classes of term facilities and/or increase the principal amount of the Loans of any existing Class of term loans by requesting new commitments to provide such loans (all any such additional tranches new Class of term loans or increase of term loans, the an “Incremental Term Facility” and any loan made pursuant to any Incremental Term Facility, “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the in an aggregate principal amount not to exceed the greater of (x) $225,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period; provided that: (i) no Incremental Term Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree), (ii) except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Term Loans, and the determination to provide any Incremental Term Loans shall be within the sole and absolute discretion of such Lender, (iii) no Incremental Term Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Term Loan, (iv) except as otherwise permitted herein, the terms of any Incremental Term Facility shall be no more restrictive to the Borrower in any material respect (taken as a whole) than the terms of any then-existing Loans hereunder (excluding (x) pricing, rate floors, original issue discounts or call protection, premiums and optional prepayment, mandatory prepayment or redemption terms and (y) (I) covenants or other provisions applicable only to periods after the Maturity Date or (II) any more restrictive covenant, to the extent that such covenant is also added for the benefit of the outstanding Loans; it being understood and agreed that in each such case, no consent of the Administrative Agent and/or any Lender shall be required in connection with adding such covenant, and it may be added by the Borrower and the lenders providing the relevant Incremental Term Facility), (v) the margin and pricing applicable to any Incremental Term Facility shall be determined by the Borrower and the lender or lenders providing such Incremental Term Facility, (vi) except with respect to customary bridge financings that, subject to customary conditions (as determined by the Borrower in good faith), provide for an automatic extension of the maturity date thereof to a date that satisfies this clause (vi) or require such bridge loans to be converted into or exchanged for permanent financing with a maturity date that would satisfy this clause (vi), the final maturity date with respect to any Class of Incremental Term Loans shall be no earlier than the Scheduled Maturity Date, (vii) except with respect to customary bridge financings that, subject to customary conditions (as determined by the Borrower in good faith), provide for an automatic extension of the maturity date thereof to a date that satisfies this clause (vii) or require such bridge loans to be converted into or exchanged for permanent financing with a Weighted Average Life to Maturity date that would satisfy this clause (vii), the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Incremental Term Loans (determined at without giving effect to any prepayment thereof) unless any such existing Class of Incremental Term Loans then outstanding receives the time benefit of incurrencesuch shorter Weighted Average Life to Maturity; provided that any Incremental Term Loans may have a shorter Weighted Average Life to Maturity of any then-existing tranche of Incremental Term Loans solely as necessary to ensure that such Incremental Term Loans are fungible with such then-existing tranche, (viii) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, subject to clauses (vi) and (Yvii) at above, any Incremental Term Facility may otherwise have an amortization schedule as determined by the time of each Borrower and the lenders providing such request Incremental Term Facility, (ix) to the extent applicable, any fees payable in connection with any Incremental Term Facility shall be determined by the Borrower and upon the effectiveness of arrangers and/or lenders providing such Incremental Term Facility, (x) (A) each Incremental Term Facility Amendment, shall be secured on a pari passu basis with the existing Loans and (B) no Incremental Term Facility may be (1) guaranteed by any Person which is not a Loan Party or (2) secured by any assets other than the Collateral, (A) no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable shall exist immediately prior to or after giving effect to such Incremental Term Lenders Facility (provided, that, notwithstanding the foregoing, if the Borrower shall have agreed theretomade an LCT Election in accordance with Section 1.08, no Default or Event of Default under Sections 8.1(ashall be existing immediately prior to the LCT Test Date and no Specified Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1B) the Borrower shall be in compliance (on a pro forma compliance basis) with the Financial Covenants (as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.15.01(a) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, or 5.01(b) and (1C) subject to Section 2.19(h), the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except becomes effective with the same effect as though such representations and warranties had been made on and as of such date; provided that to the extent that such representations any representation and warranties relate warranty specifically refers to an earlier datea given date or period, in which case such representations and warranties it shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to for such period, (xii) [reserved], (xiii) the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to proceeds of any Incremental Term Facilities entered into Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes and any other use not prohibited by this Agreement, and (xiv) on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Incremental Term Loans, and notwithstanding anything to the contrary set forth in order Sections 2.07 or 2.12, such Incremental Term Loans shall be added to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4(and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Incremental Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having an Interest Period (the duration of which may be less than one month) that begins during an Interest Period then applicable to outstanding Term Benchmark Loans of the relevant Class and which ends on the last day of such Interest Period. (b) Each Incremental Term Facility shall not Loans may be guaranteed provided by any Subsidiary existing Lender, or by any other eligible assignee (any such lender providing Incremental Term Loans, an “Incremental Lender”); provided that the Administrative Agent shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Incremental Lender’s provision of Incremental Term Loans if such consent would be required under Section 9.04 for an assignment of Loans to such Incremental Lender, mutatis mutandis, to the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (same extent as if any) with the other relevant Incremental Term Loans and Commitmentsrelated Obligations had been acquired by such Incremental Lender by way of assignment. (c) Any Each Incremental Lender providing a portion of any Incremental Term Loans shall execute and deliver to the Administrative Agent and the Borrower all such documentation (1including the relevant Incremental Amendment) for purposes as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Term Loans. On the effective date of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing such Incremental Term Loans, each Incremental Lender shall become a Lender for all purposes in connection with this Agreement. (d) As conditions precedent to the effectiveness of any Incremental Term Facility or the making of any Incremental Term Loans, (i) upon its request, the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Incremental Lender, an Administrative Questionnaire and such other documents as it shall reasonably require from such Incremental Lender, (1iii) other than currencythe Administrative Agent, amortizationon behalf of the Incremental Lenders, pricing (including interest rate marginsor the Incremental Lenders, rate floors, fees, premiums and funding discounts) and maturity dateas applicable, shall have received the same terms as the Term B Loans or (except for covenants or other provisions applicable only amount of any fees payable to the periods after Incremental Lenders in respect of such Incremental Term Facility or Incremental Term Loans, (iv) subject to Section 2.19(h), the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Term B Maturity Date) such terms as are Loans were subject to Section 2.03 or another written request the form of which is reasonably satisfactory acceptable to the Administrative Agent (it being understood and agreed that the requirement to deliver a Borrowing Request shall not result in the imposition of any additional condition precedent to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms availability of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans ) and (each an “Incremental Term Lender”), shall (1v) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, shall be reasonably satisfactory entitled to receive a certificate of the Administrative Agent Borrower signed by a Financial Officer thereof (A) certifying and (1) if not already attaching a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, copy of the other Loan Documents, executed resolutions adopted by the Loan Parties, each such Incremental Term Lender and governing body of the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect Borrower approving or consenting to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any or Incremental Term Loans unless it so agrees and (B) to the extent applicable, certifying that the conditions set forth in its sole and absolute discretion. An clause (a)(xi) above have been satisfied. (e) [reserved]. (f) [reserved]. (g) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Term Facility Amendment may, without the consent of and/or any amendment to any other LenderLoan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this Section 2.19, effect such technical amendments to any Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative AgentAgent and the Borrower in connection with the establishment of such new Classes or sub- Classes, to effect the provisions of in each case on terms consistent with this Section 2.13. The effectiveness 2.19 and such other amendments as are described in Section 9.02. (h) Notwithstanding anything to the contrary in this Section 2.19 or in any other provision of any Loan Document, if the proceeds of any Incremental Term Facility Amendment shall, unless otherwise agreed are intended to by the Administrative Agent be applied to finance a Permitted Acquisition or other similar Investment and the lenders providing such Incremental Term Lenders (and subject to Facility so agree, the proviso in the first sentence of Section 2.13(a)), availability thereof shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2customary “SunGard” or “certain funds” conditionality. (ei) If the Effective Yield applicable to This Section 2.19 shall supersede any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 provision in Section 9.02 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitycontrary.

Incremental Term Facilities. (a) At The establishment of any time and from time to time, Incremental Term Facility shall be subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum satisfaction of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, following conditions: (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 shall have occurred and Investments permitted by Section 7.4 and provided that be continuing on the applicable date on which such Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred Facility is established and is continuing or would exist immediately after giving effect thereto, ; (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.12) after giving effect to the incurrence establishment of such Incremental Term Facility and all transactions consummated in connection therewithFacility, and (1) the representations and warranties contained in Article VI and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or in all respects, if such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Loan Parties set forth date of such establishment, except to the extent that such representations and warranties specifically refer to an earlier date, in the Loan Documents which case they shall be true and correct in all material respects on (or in all respects, if such representation or and warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date of the making of the such earlier date; (3) such Incremental Term Loans pursuant Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as the Administrative Agent may agree in its sole discretion); (4) such Incremental Term Facility shall only be effective upon receipt by the Administrative Agent of Incremental Term Commitments for such Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees, which Persons shall join in this Agreement as Incremental Term Lenders by executing an agreement, in form and substance satisfactory to the Administrative Agent, setting forth the terms applicable to such Incremental Term Facility Amendment in accordance with this Section 2.01(b) (except to the extent any such agreement, an “Incremental Term Facility Agreement”), it being understood and agreed that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to connection with any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. Facility, (b1) Each the Incremental Term Facility Agreement for such Incremental Term Facility shall only be required to be executed by the Incremental Term Lenders for such Incremental Term Facility, the Loan Parties, and the Administrative Agent (and, for the avoidance of doubt, shall not require the consent of any other Person (including any Lender)), and (2) no existing Lender shall be guaranteed by under any Subsidiary obligation to become an Incremental Term Lender and any such decision whether to become an Incremental Term Lender shall be in such Lender’s sole and absolute discretion; (5) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower that is and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such Incremental Term Facility and the validity of such Incremental Term Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (6) the Incremental Term Facility Maturity Date for such Incremental Term Facility shall be as set forth in the Incremental Term Facility Agreement relating to such Incremental Term Facility; provided, that, such date shall not a Guarantor be earlier than the then-Latest Maturity Date; (7) the interest rates, interest rate floors, upfront fees and will original issue discount for any such Incremental Term Facility shall be as determined by the Borrower and the Incremental Term Lenders providing such Incremental Term Facility; (8) (1) any such Incremental Term Facility shall rank pari passu or junior in right of payment and of security (if any) with the other Loans Obligations and Commitments.in respect of the Collateral; (2) no Subsidiary shall be a guarantor with respect to any such Incremental Term Facility unless such Subsidiary is a Loan Party; and (3) no property or assets of the Borrower or any of its Subsidiaries shall secure any such Incremental Term Facility unless such property or assets constitute Collateral; (c9) Any except as otherwise permitted by this Section 2.01(b)(ii), all other terms of any such Incremental Term Facility, if not consistent with the terms for any other then-existing Class of Incremental Term Loans, shall be as agreed between the Borrower and the Incremental Term Lenders providing such Incremental Term Facility, with such other terms not consistent with any other then-existing Class of Incremental Term Loans (1) for purposes of prepayments, shall to be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood and agreed that: (1) any Incremental Term Facility may be structured as a “delayed draw” term facility if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree; and (2) the following shall be deemed to be satisfactory to the Administrative Agent: (x) covenants or other provisions applicable only to periods after the then-Latest Maturity Date; (y) covenants or other provisions that are not set forth in the Loan Documents at the time of incurrence of such Incremental Term Facility, so long as the Loan Documents are amended to include such covenants or other provisions for the benefit of the Administrative Agent and the Lenders at the time of the incurrence of such Incremental Term Facility (provided, that, it is understood and agreed that, notwithstanding this clause (y), to the extent any financial maintenance covenant is added to this Agreement in connection with the implementation of an Incremental Term Facility, such financial maintenance covenant may be added to this Agreement solely for the benefit of the Lenders providing such Incremental Term Facility (and any other Lenders providing any other then-existing Class of Loans for which a financial maintenance covenant applies) and not for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansother Lenders), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date ; and (Bz) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those customary call protection and mandatory prepayments, in each case, which may be applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders solely with respect to such Incremental Term Facility Amendment. No Lender Facility; (10) Schedule 2.01 shall be obligated deemed revised to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of include any Incremental Term Facility Amendment shall, unless otherwise agreed pursuant to by this Section 2.01(b) and to include thereon any Person that becomes a Lender pursuant to this Section 2.01(b); and (11) the Administrative Agent and the Incremental Term Lenders (and subject shall have received such amendments to the proviso in Collateral Documents as the first sentence of Section 2.13(a)), be subject Administrative Agent reasonably requests to cause the satisfaction on Collateral Documents to secure the date thereof of each of the conditions set forth in Section 5.2Obligations after giving effect to such increase. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by written notice to the Term Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof Agents from time to each Lender), request to add time and on one or more additional tranches of term loans occasions, request Incremental Term Commitments, from one or more Eligible Assignees (all which may include any existing Lender in such additional tranches of term loans, the “Lender’s sole discretion) that are willing to provide such Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that no Incremental Term Loans may be borrowed at any time, and no commitments in respect of Incremental Term Loan Facilities may become effective at any time, if the sum, without duplication, of (Xx) the sum of the aggregate principal amount of all Incremental Term Loans borrowed hereunder at or prior to such time plus (determined y) the aggregate amount of all Incremental Term Commitments in respect of Incremental Term Loan Facilities that shall have become effective at or prior to such time plus (z) the aggregate principal amount of all Incremental Equivalent Debt incurred at or prior to such time of incurrence) plus the Aggregate Increased Revolving Amount shall not would exceed the Incremental AmountCap at such time. Each such notice shall set forth (i) the amount of the Incremental Term Commitments being requested, (ii) the date on which such Incremental Term Commitments are requested to become effective (the “Increased Amount Date”), and (Yiii) whether such Incremental Term Commitments are to be the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the existing Term Loans (the “Other Term Loans”). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the Incremental Cap outstanding at the time of each such request time. (b) The Borrower and upon the effectiveness of each Incremental Term Facility AmendmentLender shall execute and deliver to the Term Administrative Agents an agreement (an “Incremental Assumption Agreement”) and such other documentation as the Term Administrative Agents shall reasonably request to evidence the Incremental Term Commitment of such Incremental Term Lender, (1) no Event in each case in form and substance reasonably satisfactory to the Term Administrative Agents. Each Incremental Assumption Agreement shall specify the terms of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, Loans; provided that (i) no Event of Default under Sections 8.1(a)existing Lender will be required to participate in any such Incremental Term Loan Facility without its consent, (b), (hii) or (i)) has occurred on the date of effectiveness of any Incremental Term Commitment and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence making of such Incremental Term Facility and all transactions consummated in connection therewithLoans, and (1) the representations and warranties each of the Loan Parties conditions set forth in the Loan Documents Sections 4.02(b) and 4.02(c) shall be true and correct in all material respects on and as of satisfied (with references therein to the date of a Borrowing deemed to be references to such date of effectiveness), (iii) the making final maturity date of the Incremental any Other Term Loans pursuant shall be no earlier than the Revolving Credit Maturity Date (without giving effect to the Springing Maturity Date) (or, if longer the Latest Term Maturity Date) and the Weighted Average Life to Maturity of such Incremental Term Loan Facility Amendment shall be not shorter than the then remaining Weighted Average Life to Maturity of the Revolving Credit Facility (except or, if longer, the then remaining Weighted Average Life to Maturity of the Term Loans), (iv) each Incremental Term Loan Facility will have the same guarantees as, and be secured by (X) the PP&E Collateral on a pari passu basis (but without regard to the extent that such representations control of remedies) with the other PP&E First Lien Obligations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, (Y) the Borrowing Base Collateral on a junior basis relative to the extent agreed by such 1821445.29\C072091\0303228 Incremental LendersLiens on the Borrowing Base Collateral securing the Borrowing Base Priority Obligations, apply (v) the interest rate margins and original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Facilities entered into in order to finance Acquisitions permitted Loan Facility shall be determined by Section 7.5 or Investments permitted by Section 7.4. (b) Each the Borrower and the applicable Incremental Term Lenders; provided that if the All-in Yield applicable to any Incremental Term Loan Facility exceeds the All-in Yield applicable to any Class of Term Loans by more than 50 basis points, then the applicable margins for such Class of Term Loans shall not be guaranteed by any Subsidiary increased to the extent necessary so that the All-in Yield applicable to such Class of Term Loans is 50 basis points less than the Borrower that is not a Guarantor All-in Yield on such Incremental Term Loan Facility; and will rank pari passu or junior in right of payment and of security (if anyvi) with the other Loans terms and Commitments. (c) Any conditions of such Incremental Term Loans Loan Facility (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floorsexcluding pricing, fees, premiums and funding discountsoptional prepayment, redemption terms, amortization (subject to the preceding clause (iii)) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date at such time), taken as a whole, shall not be more restrictive in any material respect on the Loan Parties than those with respect to the Term Facility. (c) The Term Administrative Agents shall promptly notify each Term Loan Lender (and (Bthe Revolving Administrative Agent) any as to the effectiveness of each Incremental Term Loan Facility. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement and the other Loan Documents shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable be amended to the then-existing Existing Term Loans, extent (but only to the Weighted Average Life extent) necessary to Maturity of reflect the then‑existing Existing Term Loans existence and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansCommitments evidenced thereby. Any bank, financial institution or other Person that agrees such amendment may be memorialized in writing by the Term Administrative Agents with the Borrower Borrower’s consent (not to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1be unreasonably withheld) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory and furnished to the Administrative Agent and (1) if other parties hereto but shall not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with in respect to of such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2Commitments. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions on or after the Effective Date pursuant to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to an Incremental Amendment add one or more additional tranches new Classes of term loans facilities and/or increase the principal amount of the Loans of any existing Class by requesting new commitments to provide such Term Loans (all any such additional tranches of term loansnew Class or increase, the an “Incremental Term Facility” and any loan made pursuant to any Incremental Term Facility, “Incremental Term Loans”) in an aggregate principal amount not to exceed the Incremental Cap; provided that: (i) no Incremental Term Facility may be in an amount that is less than $1,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree), (ii) except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Term Loans, and the determination to provide any Incremental Term Loans shall be within the sole and absolute discretion of such Lender, (iii) no Incremental Term Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all such incremental facilities thereforor part of any Incremental Term Loan, (iv) except as otherwise permitted herein (including with respect to margin, pricing (including any MFN provision), maturity, Weighted Average Life to Maturity and fees), the “terms of any Incremental Term FacilitiesFacility, if not substantially consistent with those applicable to any then-existing Term Loans, must be reasonably acceptable to the Administrative Agent and the covenants applicable thereto (other than any such covenants applicable only after the Scheduled Maturity Date) shall not be more onerous or more restrictive in any material respect (taken as a whole) than the applicable covenants set forth in this Agreement, (v) the All-In Yield (and the components thereof) applicable to any Incremental Term Facility shall be determined by the Borrower and the lender or lenders providing such Incremental Term Facility; provided that the All-In Yield applicable to any Incremental Term Facility established prior to the first anniversary of the Effective Date may not be more than 0.50% per annum higher than the All-In Yield applicable to the then-existing Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Floor) with respect to such Term Loans is adjusted such that the All-In Yield on such Term Loans is not more than 0.50% per annum less than the All-In Yield with respect to such Incremental Term Facility (the “MFN Protection”); provided, further, that any increase in All-In Yield applicable to any Term Loan due to the application or imposition of an Alternate Base Rate floor may, at the election of the Borrower, be effected through an increase in the Alternate Base Rate floor applicable to such Term Loan and any increase in the All-In Yield applicable to any Term Loan due to the application or imposition of an Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR floor on any such Incremental Term Loan may, at the election of the Borrower, be effected through an increase in each of the Adjusted Term SOFR Rate and Adjusted Daily Simple SOFR floor applicable to such Term Loan, (vi) except with respect to customary bridge financings that, subject to customary conditions (as determined by the Borrower in good faith), provide for an automatic extension of the maturity date thereof to a date that satisfies this clause (vi) or require such bridge loans to be converted into or exchanged for permanent financing with a maturity date that would satisfy this clause (vi), the final maturity date with respect to any Class of Incremental Term Loans shall be no earlier than the Scheduled Maturity Date; provided that with respect to any Incremental Term Loans secured on a junior lien basis to the Term Loans or that are unsecured, such Incremental Term Loans shall not mature prior to the date that is 91 days after the Scheduled Maturity Date (it being understood that no provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale or other fundamental change shall violate the foregoing restriction), (vii) except with respect to customary bridge financings that, subject to customary conditions (as determined by the Borrower in good faith), provide for an automatic extension of the maturity date thereof to a date that satisfies this clause (vii) or require such bridge loans to be converted into or exchanged for permanent financing with a Weighted Average Life to Maturity date that would satisfy this clause (vii), the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans (without giving effect to any prepayment thereof); provided that (X) the sum of the aggregate principal amount of all any Incremental Term Loans may have a shorter Weighted Average Life to Maturity of any then-existing tranche of Term Loans solely as necessary to ensure that such Incremental Term Loans are fungible with such then-existing tranche, (viii) subject to clauses (vi) and (vii) above, any Incremental Term Facility may otherwise have an amortization schedule as determined at by the time of incurrence) plus Borrower and the Aggregate Increased Revolving Amount lenders providing such Incremental Term Facility; provided that with respect to any Incremental Term Loans secured on a junior lien basis to the Term Loans or that are unsecured, such Incremental Term Loans shall not exceed be subject to any mandatory prepayment, redemption, defeasance, scheduled amortization or other scheduled payments of principal, in each case prior to the date that is 91 days after the Scheduled Maturity Date (it being understood that no provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale or other fundamental change shall violate the foregoing restriction), (ix) subject to clause (v) above, to the extent applicable, any fees payable in connection with any Incremental Amount, Term Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Term Facility, (Yx) at the time of each such request and upon the effectiveness of (A) each Incremental Term Facility Amendmentshall not be senior to the Loans in right of payment, (B) each Incremental Term Facility, if secured, shall (1) be secured on a pari passu or junior basis to existing Loans and (2) be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and (C) no Incremental Term Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral, (A) no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) shall exist immediately prior to or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility (provided, that, notwithstanding the foregoing, if the Borrower shall have made an LCT Election in accordance with Section 1.08, no Default or Event of Default shall be existing immediately prior to the LCT Test Date and all transactions consummated in connection therewithno Specified Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility), and (1B) subject to Section 2.20(h), the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except becomes effective with the same effect as though such representations and warranties had been made on and as of such date; provided that to the extent that such representations any representation and warranties relate warranty specifically refers to an earlier datea given date or period, in which case such representations and warranties it shall be true and correct in all material respects as of such earlier date or for such period; (xii) any Incremental Term Facility shall participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a) and that (B) in any representation mandatory prepayment of Term Loans as set forth in (c) and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct (d), in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shalleach case, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to provided in Section 2.11, (xiii) the proceeds of any Incremental Term Facilities entered into Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes and any other use not prohibited by this Agreement, and (xiv) on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans, and notwithstanding anything to the contrary set forth in order Sections 2.08 or 2.13, such Incremental Term Loans shall be added to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4(and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having an Interest Period (the duration of which may be less than one month) that begins during an Interest Period then applicable to outstanding Eurocurrency Loans of the relevant Class and which ends on the last day of such Interest Period. (b) Each Incremental Term Facility shall not Loans may be guaranteed provided by any Subsidiary existing Lender, or by any other eligible assignee (any such lender providing Incremental Term Loans, an “Incremental Lender”); provided that the Administrative Agent shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Incremental Lender’s provision of Incremental Term Loans if such consent would be required under Section 9.04 for an assignment of Loans to such Incremental Lender, mutatis mutandis, to the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (same extent as if any) with the other relevant Incremental Term Loans and Commitmentsrelated Obligations had been acquired by such Incremental Lender by way of assignment. (c) Any Each Incremental Lender providing a portion of any Incremental Term Loans shall execute and deliver to the Administrative Agent and the Borrower all such documentation (1including the relevant Incremental Amendment) for purposes as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Term Loans. On the effective date of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing such Incremental Term Loans, each Incremental Lender shall become a Lender for all purposes in connection with this Agreement. (d) As conditions precedent to the effectiveness of any Incremental Term Facility or the making of any Incremental Term Loans, (i) upon its request, the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Incremental Lender, an Administrative Questionnaire and such other documents as it shall reasonably require from such Incremental Lender, (1iii) other than currencythe Administrative Agent, amortizationon behalf of the Incremental Lenders, pricing (including interest rate marginsor the Incremental Lenders, rate floors, fees, premiums and funding discounts) and maturity dateas applicable, shall have received the same terms as the Term B Loans or (except for covenants or other provisions applicable only amount of any fees payable to the periods after Incremental Lenders in respect of such Incremental Term Facility or Incremental Term Loans, (iv) subject to Section 2.20(h), the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Term B Maturity Date) such terms as are Loans were subject to Section 2.03 or another written request the form of which is reasonably satisfactory acceptable to the Administrative Agent (it being understood and agreed that the requirement to deliver a Borrowing Request shall not result in the imposition of any additional condition precedent to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms availability of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans ) and (each an “Incremental Term Lender”), shall (1v) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, shall be reasonably satisfactory entitled to receive a certificate of the Administrative Agent Borrower signed by a Financial Officer thereof (A) certifying and (1) if not already attaching a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, copy of the other Loan Documents, executed resolutions adopted by the Loan Parties, each such Incremental Term Lender and governing body of the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect Borrower approving or consenting to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any or Incremental Term Loans unless it so agrees and (B) to the extent applicable, certifying that the condition set forth in its sole and absolute discretion. An clause (a)(xi) above has been satisfied. (e) [reserved]. (f) [reserved]. (g) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Term Facility Amendment may, without the consent of and/or any amendment to any other LenderLoan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this Section 2.20, effect such technical amendments to any Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative AgentAgent and the Borrower in connection with the establishment of such new Classes or sub- Classes, to effect the provisions of in each case on terms consistent with this Section 2.13. The effectiveness 2.20 and such other amendments as are described in Section 9.02. (h) Notwithstanding anything to the contrary in this Section 2.20 or in any other provision of any Loan Document, if the proceeds of any Incremental Term Facility Amendment shall, unless otherwise agreed are intended to by the Administrative Agent be applied to finance a Permitted Acquisition or other similar Investment and the lenders providing such Incremental Term Lenders (and subject to Facility so agree, the proviso in the first sentence of Section 2.13(a)), availability thereof shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2customary “SunGard” or “certain funds” conditionality. (ei) If the Effective Yield applicable to This Section 2.20 shall supersede any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 provision in Section 9.02 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitycontrary.

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower mayThe Company may on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of the Incremental Term Commitments, provided that the aggregate amount of any Incremental Term Commitments established hereunder at any time shall not exceed the Maximum Increase Amount at such time. Each such notice shall specify (whereupon A) the date on which the Company proposes that the Incremental Term Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent shall promptly deliver a copy thereof Agent) after the date on which such notice is delivered to each Lender)the Administrative Agent, request to add one or more additional tranches and (B) the amount of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Facilities”Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Company proposes to become an Incremental Term Lender, if such Person is not then a Lender or any Affiliate thereof, must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, substantially the same as those of the Tranche A Term Commitments and the Tranche A Term Loans made thereunder on the Effective Date; provided that (Xi) the sum any Series of the aggregate principal amount of all Incremental Term Loans may bear interest at higher or lower rates than those applicable to the Tranche A Term Commitments and the Tranche A Term Loans made thereunder on the Effective Date, (determined at ii) the time Company may pay upfront or closing fees with respect to any Series of incurrenceIncremental Term Commitments that are higher or lower than such fees paid with respect to the Tranche A Term Commitments established on the Effective Date, (iii) plus any Series of Incremental Term Loans may be issued with original issue discount that is higher or lower than that applicable to Tranche A Term Loans made on the Aggregate Increased Revolving Amount Effective Date, (iv) such Incremental Facility Agreement may not provide for mandatory prepayment requirements with respect to any Incremental Term Loans more favorable to the Incremental Term Lenders party thereto than those applicable to the Tranche A Term Loans set forth in this Agreement, (v) no Incremental Term Maturity Date with respect to any Series of Incremental Term Loans shall be earlier than the latest Maturity Date in effect as of the date of the establishment of such Incremental Term Loans and (vi) the weighted average life to maturity of any Incremental Term Loans shall not exceed be shorter than the remaining weighted average life to maturity of any then-outstanding Term Loans. Any Incremental AmountTerm Commitments established pursuant to any Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (Yeach a “Series”) at of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (c) The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the time of each such request and upon the effectiveness of Company, each Incremental Term Facility Amendment, Lender providing such Incremental Term Commitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (1i) no Default or Event of Default shall have occurred and be continuing (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(aor would occur after giving effect to such transaction), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1ii) the Borrower Company and its Subsidiaries shall be in pro forma compliance with the Financial Covenants (as each of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated covenants specified in connection therewithsubsection 8.1, and (1iii) each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the such date as if made on and as of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment date (except to the extent that any such representations and warranties relate relate, by their terms, to an earlier a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualificationspecific date); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from Upon the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms effectiveness of the relevant an Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Commitment of any Incremental Term Lender”), such Incremental Term Lender shall be deemed to be a “Term Lender” (1) if not already and a Term Lender or a Person to whom a Lender may assign one or more in respect of Term Commitments and Term Loans without the consent of the Administrative Agent applicable Class) hereunder, and henceforth shall be reasonably satisfactory entitled to all the Administrative Agent rights of, and benefits accruing to, Term Lenders (1or Term Lenders in respect of Commitments and Loans of the applicable Class) if not already a Lenderhereunder and shall be bound by all agreements, become a Lender acknowledgements and other obligations of Term Lenders (or Term Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If Subject to the Effective Yield terms and conditions set forth herein and in the applicable to any Incremental Facility Agreement, each Lender holding an Incremental Term Loan exceeds the Effective Yield Commitment of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 any Series shall make a loan to the Term B Loans shall be increased by Company in an amount equal to such Incremental Term Commitment on the amount of date specified in such excess minus 0.50%. Notwithstanding anything to Incremental Facility Agreement. (f) To the contrary herein containedextent reasonably requested by the Administrative Agent, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) it shall be permitted without a condition precedent to any increase in the written consent of Majority Facility Lenders with respect Incremental Term Commitments pursuant to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.this

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower maymay on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Commitments, provided that the aggregate amount of all the Incremental Term Commitments (whereupon other than Incremental Term Commitments in respect of Refinancing Term Loans) established hereunder shall not exceed $250,000,000 during the term of this Agreement. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Commitments shall be effective, which shall be a date not less than 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent shall promptly deliver a copy thereof Agent) after the date on which such notice is delivered to each Lender)the Administrative Agent, request to add one or more additional tranches and (ii) the amount of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Facilities”Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Commitments and the Tranche B Term Loans; provided that (Xi) if the sum of the aggregate principal amount of all All-in Yield for any Incremental Term Loans (determined at other than Refinancing Term Loans) exceeds the time All-in Yield for the Tranche B Term Loans by more than 50 basis points (the amount of incurrencesuch excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Tranche B Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (ii) plus no Incremental Term Maturity Date shall be earlier than the Aggregate Increased Revolving Amount Tranche B Term Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall not exceed be no shorter than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans, (iv) the Incremental AmountTerm Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Tranche B Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the Tranche B Term Loans, (vi) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Tranche B Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party and (vii) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Tranche B Term Loans (except as set forth in clauses (i), (ii) and (iii) above), such terms shall be reasonably satisfactory to the Administrative Agent. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement unless intended to constitute an increase in any previously established Class of Loans. (Yc) at The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the time of each such request and upon the effectiveness of Loan Parties, each Incremental Lender providing such Incremental Term Facility AmendmentCommitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments (1) and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 shall have occurred and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a)be continuing, (b)ii) on the date of effectiveness thereof, (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence making of Loans to be made on such Incremental Term Facility and all transactions consummated in connection therewithdate, and (1) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant any such representation and warranty that expressly relates to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier a prior date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification)prior date; provided that, customary “Sungard” or “certain funds” conditionality shall, to that if the extent agreed by proceeds of such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes are being used to finance a Permitted Acquisition, only the accuracy of prepayments, the Specified Representations shall be treated substantially conditions precedent to the same as (and in any event no more favorably than) the Term B Loans and Existing incurrence of such Incremental Term Loans, (iii) except in the case of Refinancing Term Loans after giving effect to such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), and any related transaction on a Pro Forma Basis, the Senior Secured Leverage Ratio (calculated as of the last day of the fiscal quarter of Parent then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)) would not exceed 2.50:1.00, and (1iv) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, the Borrower shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreement and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Facility Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.13. The 2.18(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At The establishment of any time and from time to time, Incremental Term Facility shall be subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum satisfaction of the aggregate principal amount of all Incremental Term Loans following conditions: (determined at A) no Default shall have occurred and be continuing on the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each date on which such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 is established and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist immediately after giving effect thereto; (B) subject to the final paragraph of this Section 2.01, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence establishment of such Incremental Term Facility and all transactions consummated in connection therewithFacility, and (1) the representations and warranties contained in Article VI and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or in all respects, if such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Loan Parties set forth date of such establishment, except to the extent that such representations and warranties specifically refer to an earlier date, in the Loan Documents which case they shall be true and correct in all material respects on (or in all respects, if such representation or and warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date of the making of the such earlier date; (C) such Incremental Term Loans pursuant Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as the Administrative Agent may agree in its sole discretion); (D) such Incremental Term Facility shall only be effective upon receipt by the Administrative Agent of Incremental Term Commitments for such Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees, which Persons shall join in this Agreement as Incremental Term Lenders by executing an agreement, in form and substance satisfactory to the Administrative Agent, setting forth the terms applicable to such Incremental Term Facility Amendment in accordance with this Section 2.01(b) (except to the extent any such agreement, an “Incremental Term Facility Agreement”), it being understood and agreed that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to connection with any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. Facility, (b1) Each the Incremental Term Facility Agreement for such Incremental Term Facility shall only be required to be executed by the Incremental Term Lenders for such Incremental Term Facility, the Loan Parties, and the Administrative Agent (and, for the avoidance of doubt, shall not require the consent of any other Person (including any Lender)), and (2) no existing Lender shall be guaranteed by under any Subsidiary obligation to become an Incremental Term Lender and any such decision whether to become an Incremental Term Lender shall be in such Lender’s sole and absolute discretion; (E) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower that is and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such Incremental Term Facility and the validity of such Incremental Term Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (F) the Incremental Term Facility Maturity Date for such Incremental Term Facility shall be as set forth in the Incremental Term Facility Agreement relating to such Incremental Term Facility; provided, that, such date shall not a Guarantor be earlier than the then-Latest Maturity Date; (G) the interest rates, interest rate floors, upfront fees, original issue discount, call protection, or prepayment or redemption terms for any such Incremental Term Facility shall be as determined by the Borrower and will the Incremental Term Lenders providing such Incremental Term Facility; (H) (1) any such Incremental Term Facility shall rank pari passu or junior in right of payment and of security (if any) with the other Loans Obligations and Commitments.in respect of the Collateral; (2) no Subsidiary shall be a guarantor with respect to any such Incremental Term Facility unless such Subsidiary is a Loan Party; and (3) no property or assets of the Borrower or any of its Subsidiaries shall secure any such Incremental Term Facility unless such property or assets constitute Collateral; (cI) Any except as otherwise permitted by this Section 2.01(b)(ii), all other terms of any such Incremental Term Facility, if not consistent with the terms for any other then-existing Class of Incremental Term Loans, shall be as agreed between the Borrower and the Incremental Term Lenders providing such Incremental Term Facility, with such other terms not consistent with any other then-existing Class of Incremental Term Loans (1) for purposes of prepayments, shall to be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood and agreed that: (1) any Incremental Term Facility may be structured as a “delayed draw” term facility if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree; and (2) the following shall be deemed to be satisfactory to the Administrative Agent: (x) covenants or other provisions applicable only to periods after the then-Latest Maturity Date; (y) covenants or other provisions that are not set forth in the Loan Documents at the time of incurrence of such Incremental Term Facility, so long as the Loan Documents are amended to include such covenants or other provisions for the benefit of the Administrative Agent and the Lenders at the time of the incurrence of such Incremental Term Facility (provided, that, it is understood and agreed that, notwithstanding this clause (y), to the extent any financial maintenance covenant is added to this Agreement in connection with the implementation of an Incremental Term Facility, such financial maintenance covenant may be added to this Agreement solely for the benefit of the Lenders providing such Incremental Term Facility (and any other Lenders providing any other then-existing Class of Loans for which a financial maintenance covenant applies) and not for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansother Lenders), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date ; and (Bz) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those customary call protection and mandatory prepayments, in each case, which may be applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders solely with respect to such Incremental Term Facility Amendment. No Lender Facility; (J) Schedule 2.01 shall be obligated deemed revised to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of include any Incremental Term Facility Amendment shall, unless otherwise agreed pursuant to by this Section 2.01(b) and to include thereon any Person that becomes a Lender pursuant to this Section 2.01(b); and (K) the Administrative Agent and the Incremental Term Lenders (and subject shall have received such amendments to the proviso in Collateral Documents as the first sentence of Section 2.13(a)), be subject Administrative Agent reasonably requests to cause the satisfaction on Collateral Documents to secure the date thereof of each of the conditions set forth in Section 5.2Obligations after giving effect to such increase. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time and The Borrower may from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Section 2.17(f) below, request to add the addition of one or more additional tranches new term loan facilities under this Agreement or increases in the existing Term Loans of term loans any Class (all such additional tranches of term loans, the each an “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term FacilitiesFacility”); provided that (Xi) any such request for an Incremental Term Facility shall be in a minimum amount of $25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the sum of the aggregate principal amount of all Incremental Term Loans (determined at Facilities effected on any date after the time of incurrence) plus the Aggregate Increased Revolving Amount Closing Date shall not exceed the Incremental Amount, and (Y) Limit as of such date. Except with respect to any Incremental Term Facility the terms of which are identical to terms of the Tranche B Term Loans at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewithFacility, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that Maturity Date for any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary prior to the Maturity Date in respect of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Tranche B Term Loans (1) for purposes of prepayments, shall be treated substantially the same in effect as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any applicable Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Effective Date. The Weighted Average Life to Maturity that is of any Incremental Term Loans shall be no shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the remaining Weighted Average Life to Maturity of the then‑existing Existing Tranche B Term Loans and (1determined without giving effect to any prepayments) if such as of the applicable Incremental Effective Date. The Incremental Term Loan has amortization provisions other than those described Loans in clause (x) aboverespect of any Incremental Term Facility shall rank equal in right of payment with the Loans, shall be secured by the Weighted Average Life to Maturity of Collateral and shall be Guaranteed only by the then-existing Term B LoansGuarantors. (db) Each notice from the The Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant may request additional Incremental Term Loans. Any bank, financial institution Facilities from existing Lenders or other Person new lenders that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendmentare Eligible Assignees. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans. Each Incremental Term Facility, and the terms thereof, shall be set forth in its sole an Incremental Facility Agreement among the Borrower and absolute discretion. An the Lenders under such Incremental Term Facility Amendment may(and, without upon execution of an Incremental Facility Agreement, any Eligible Assignee providing a portion of the consent Incremental Term Facility established thereunder shall become a Term Lender hereunder). The Incremental Facility Agreement for any Incremental Term Facility shall set forth the Incremental Term Commitments of each Incremental Term Loan Lender thereunder. (c) If any Incremental Term Facility is effected in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such Incremental Term Facility. The Administrative Agent shall promptly notify the Lenders of the final allocation of such Incremental Term Facility and the related Incremental Effective Date. As a condition precedent to any Incremental Term Facility, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Incremental Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility and (B) in the case of the Borrower, certifying that, before and after giving effect to such Incremental Term Facility, (I) the representations and warranties contained in Article VI and the other Loan Documents (or, to the extent the proceeds of the Incremental Term Facility are being used to finance a Limited Condition Transaction that is a Permitted Acquisition or Permitted Investment, only the Specified Representations and the Acquisition Agreement Representations are true and correct in all material respects on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, (II) all fees and expenses owing in respect of such Incremental Term Facility to the Administrative Agent have been paid and (III) except in the case of any other LenderHCOM Incremental Term Facility, no Event of Default (or, if agreed by the Lenders providing such Incremental Term Facility in connection with any Permitted Acquisition or Permitted Investment, no Event of Default under Section 9.01(a) or Section 9.01(g)) exists or would exist after giving effect to such amendments Incremental Term Facility, and (ii) each Guarantor shall reaffirm its obligations under the Guaranty pursuant to any Loan Documents as may be necessary or appropriate, a customary reaffirmation agreement in the opinion of form and substance reasonably satisfactory to the Administrative Agent, to effect . (d) If the provisions of this Section 2.13. The effectiveness Effective Yield in respect of any Incremental Term Facility Amendment shall, unless otherwise agreed to by that is incurred after the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan Closing Date exceeds the Effective Yield in respect of the Tranche B Term B Loans in effect on the Closing Date or on the HCOM Closing Date by more than 0.50%, then the interest rate of interest per annum spread applicable 1821445.29\C072091\0303228 to the Tranche B Term B Loans shall be increased by an amount or upfront fees shall be paid to the existing Tranche B Term Lenders so that the Effective Yield in respect of such Tranche B Term Loans is equal to the amount Effective Yield in respect of such excess minus Incremental Term Facility less 0.50%. Notwithstanding anything . (e) Each Incremental Term Facility will have terms as shall be agreed to between the Borrower and the Lenders providing such Incremental Term Facility; provided that such Incremental Term Facility (i) shall have covenants no more restrictive in any material respect than those applicable to the contrary herein containedTranche B Term Loans (except for covenants or other provisions that are (A) applicable only to periods after the then applicable Maturity Date of the Tranche B Term Loans as of the applicable Incremental Effective Date or (B) made applicable to the Tranche B Term Loans) (it being understood that, to the extent any more favorable covenant or provision, including any financial maintenance covenant, is added for the benefit of any such Incremental Term Facility, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to such more favorable covenant or provision, including any such financial maintenance covenant, shall be required from the Administrative Agent or any existing Lender to the extent that such more favorable covenant or provision, including any such financial maintenance covenant, is also added for the benefit of the Tranche B Term B Facility, Loans) and this Section 2.13(e(ii) may be amended, modified provided the right to ratable or waived without less than ratable (with the consent of Tranche B Term Loans and any Lenders other than Majority Facility Lenders Incremental Term Facility) prepayment in connection with respect to the Term B Facilityany mandatory prepayments.

Incremental Term Facilities. (a) At The establishment of any time and from time to time, Incremental Term Facility shall be subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum satisfaction of the aggregate principal amount of all Incremental Term Loans following conditions: (determined at A) no Default shall have occurred and be continuing on the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each date on which such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 is established and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist immediately after giving effect thereto, ; (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1B) after giving effect to the incurrence establishment of such Incremental Term Facility and all transactions consummated in connection therewithFacility, and (1) the representations and warranties contained in Article VI and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or in all respects, if such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Loan Parties set forth date of such establishment, except to the extent that such representations and warranties specifically refer to an earlier date, in the Loan Documents which case they shall be true and correct in all material respects on (or in all respects, if such representation or and warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date of the making of the such earlier date; (C) such Incremental Term Loans pursuant Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as the Administrative Agent may agree in its sole discretion); (D) such Incremental Term Facility shall only be effective upon receipt by the Administrative Agent of Incremental Term Commitments for such Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees, which Persons shall join in this Agreement as Incremental Term Lenders by executing an agreement, in form and substance satisfactory to the Administrative Agent, setting forth the terms applicable to such Incremental Term Facility Amendment in accordance with this Section 2.01(b) (except to the extent any such agreement, an “Incremental Term Facility Agreement”), it being understood and agreed that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to connection with any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. Facility, (b1) Each the Incremental Term Facility Agreement for such Incremental Term Facility shall only be required to be executed by the Incremental Term Lenders for such Incremental Term Facility, the Loan Parties, and the Administrative Agent (and, for the avoidance of doubt, shall not require the consent of any other Person (including any Lender)), and (2) no existing Lender shall be guaranteed by under any Subsidiary obligation to become an Incremental Term Lender and any such decision whether to become an Incremental Term Lender shall be in such Lender’s sole and absolute discretion; (E) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower that is and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such Incremental Term Facility and the validity of such Incremental Term Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (F) the Incremental Term Facility Maturity Date for such Incremental Term Facility shall be as set forth in the Incremental Term Facility Agreement relating to such Incremental Term Facility; provided, that, such date shall not a Guarantor be earlier than the then-Latest Maturity Date; (G) the interest rates, interest rate floors, upfront fees and will original issue discount for any such Incremental Term Facility shall be as determined by the Borrower and the Incremental Term Lenders providing such Incremental Term Facility; (H) (1) any such Incremental Term Facility shall rank pari passu or junior in right of payment and of security (if any) with the other Loans Obligations and Commitments.in respect of the Collateral; (2) no Subsidiary shall be a guarantor with respect to any such Incremental Term Facility unless such Subsidiary is a Loan Party; and (3) no property or assets of the Borrower or any of its Subsidiaries shall secure any such Incremental Term Facility unless such property or assets constitute Collateral; (cI) Any except as otherwise permitted by this Section 2.01(b)(ii), all other terms of any such Incremental Term Facility, if not consistent with the terms for any other then-existing Class of Incremental Term Loans, shall be as agreed between the Borrower and the Incremental Term Lenders providing such Incremental Term Facility, with such other terms not consistent with any other then-existing Class of Incremental Term Loans (1) for purposes of prepayments, shall to be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood and agreed that: (1) any Incremental Term Facility may be structured as a “delayed draw” term facility if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree; and (2) the following shall be deemed to be satisfactory to the Administrative Agent: (x) covenants or other provisions applicable only to periods after the then-Latest Maturity Date; (y) covenants or other provisions that are not set forth in the Loan Documents at the time of incurrence of such Incremental Term Facility, so long as the Loan Documents are amended to include such covenants or other provisions for the benefit of the Administrative Agent and the Lenders at the time of the incurrence of such Incremental Term Facility (provided, that, it is understood and agreed that, notwithstanding this clause (y), to the extent any financial maintenance covenant is added to this Agreement in connection with the implementation of an Incremental Term Facility, such financial maintenance covenant may be added to this Agreement solely for the benefit of the Lenders providing such Incremental Term Facility (and any other Lenders providing any other then-existing Class of Loans for which a financial maintenance covenant applies) and not for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansother Lenders), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date ; and (Bz) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those customary call protection and mandatory prepayments, in each case, which may be applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders solely with respect to such Incremental Term Facility Amendment. No Lender Facility; (J) Schedule 2.01 shall be obligated deemed revised to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of include any Incremental Term Facility Amendment shall, unless otherwise agreed pursuant to by this Section 2.01(b) and to include thereon any Person that becomes a Lender pursuant to this Section 2.01(b); and (K) the Administrative Agent and the Incremental Term Lenders (and subject shall have received such amendments to the proviso in Collateral Documents as the first sentence of Section 2.13(a)), be subject Administrative Agent reasonably requests to cause the satisfaction on Collateral Documents to secure the date thereof of each of the conditions set forth in Section 5.2Obligations after giving effect to such increase. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (a) At any time So long as no Default or Event of Default has occurred and from time to timeis continuing, subject to after the terms and conditions set forth hereinClosing Date, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), may request to add in writing that one or more additional new tranches of term loans be established under this Agreement (all each such additional tranches new tranche of term loans, the loans being an “Incremental Term Loans”; Facility” and all such incremental facilities thereforcollectively, the “Incremental Term Facilities”); provided that (X) the sum of the , in an aggregate principal amount of for all Incremental Term Loans Facilities established after the Closing Date not to exceed $150,000,000. Any such request for an Incremental Term Facility shall (determined at i) be submitted by the time Borrower to the Lenders through the Administrative Agent not less than thirty (30) days prior to the proposed effective date of incurrencesuch Incremental Term Facility, (ii) plus specify the Aggregate Increased Revolving Amount proposed effective date and amount of such Incremental Term Facility (which shall not exceed the Incremental Amountbe no less than $25,000,000), and (Yiii) at be accompanied by a certificate signed by an officer of the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) Borrower stating that no Default or Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making request or will result from the requested Incremental Term Facility. The terms of any Incremental Term Facility shall be the same as the Term A Facility (it being understood and agreed, for the avoidance of doubt, that (A) the maturity date for any Incremental Term Facility shall be the Maturity Date, (B) the “applicable rate” for purposes of interest accruing on any Incremental Term Loans pursuant shall be determined by reference to such the Applicable Rate, and (C) Incremental Term Loans made under any Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall not be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply subject to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4scheduled amortization). (b) Each Lender may accept or reject a request to participate in any Incremental Term Facility in its sole and absolute discretion and, absent an affirmative written response within thirty (30) days after receipt of such request, shall be deemed to have rejected the request. The rejection of such a request by any number of Lenders shall not affect the Borrower’s right to implement any Incremental Term Facility pursuant to this Section 2.16. In responding to a request hereunder, each Lender that is willing to participate in any Incremental Term Facility shall not be guaranteed by any Subsidiary specify the amount of the Borrower that Incremental Term Loan it is not a Guarantor and will rank pari passu or junior willing to extend in right connection with such Incremental Term Facility. Each accepting Lender shall be entitled to participate ratably (based on its Applicable Percentage of payment and of security (if anythe Term A Facility) with the other Loans and Commitmentsin any Incremental Term Facility. (c) Any If the aggregate principal amount offered by the accepting Lenders is less than the amount requested, the Borrower may (i) reject the proposed Incremental Term Loans Facility in its entirety, (1ii) for purposes of prepaymentsaccept the offered amounts, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Dateiii) such terms designate new lenders which qualify as Eligible Assignees and which are reasonably satisfactory acceptable to the Administrative Agent as additional Lenders hereunder in accordance with Section 2.16(e) (it being understood each, a “New Lender”). (d) After completion of the foregoing, the Administrative Agent shall give written notification to the extent Lenders and any New Lenders of the commitments for such Incremental Term Facility, which shall thereupon become effective upon compliance with the conditions precedent set forth in Section 2.16(f). (e) Each New Lender shall become an additional party hereto as a Lender concurrently with the effectiveness of the proposed Incremental Term Facility upon its execution of an agreement that is in form and substance reasonably acceptable to the Administrative Agent and that, in any financial maintenance covenant event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the other Lenders that would be granted or made by an assignee by means of the execution of an assignment and assumption agreement. Upon becoming a party hereto, a New Lender shall have all rights and obligations of a Lender under this Agreement. (f) Subject to the foregoing, any Incremental Term Facility requested under this Section 2.16 shall be effective as of the date proposed by the Borrower upon satisfaction of the following conditions precedent: (i) execution and delivery by each Loan Party of such amendments to and reaffirmations of the Loan Documents as the Administrative Agent may reasonably request in connection with such Incremental Term Facility; provided, that, (A) the Administrative Agent shall be permitted to enter into any such amendment without the execution thereof or consent thereto by any of the Lenders so long as the purpose of such amendment is added solely to incorporate appropriate provisions for an Incremental Term Facility as provided in this Section 2.16 and to make any technical or conforming changes required thereby, and (B) the benefit Borrower shall procure that the holders of any Permitted Private Placement Debt execute and deliver to the Administrative Agent such amendments to any Intercreditor Agreement as the Administrative Agent may reasonably request relating to such Incremental Term Facility; (ii) execution and delivery by each Loan Party to the Administrative Agent of a certificate certifying and attaching board resolutions adopted by each of them approving or consenting to such Incremental Term Facility; and (iii) payment by the Borrower of all fees agreed among the Borrowers and the applicable Lenders (including the New Lenders) in connection with such Incremental Term Facility. (g) On the effective date of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to under such Incremental Term Facility Amendment. No Lender shall be obligated severally agrees to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any make an Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to Borrower in Dollars and in the amount of such excess minus 0.50%Incremental Term Lender’s Incremental Term Commitment for such Incremental Term Facility. Notwithstanding anything to the contrary herein contained, no amendment, modification Incremental Term Borrowings prepaid or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall repaid may not be permitted without the written consent of Majority Facility Lenders with respect to the reborrowed. Incremental Term B Facility, and this Section 2.13(e) Loans may be amendedBase Rate Loans or Term SOFR Loans, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilityas further provided herein.

Incremental Term Facilities. (a) At any time and from time to time, subject to The Borrowers may on one or more occasions after the terms and conditions set forth herein, the Borrower mayEffective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add one or more additional tranches the establishment of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities thereforCommitments, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all the Incremental Term Loans Commitments (determined at the time other than Incremental Term Commitments in respect of incurrenceRefinancing Term Loans) plus the Aggregate Increased Revolving Amount established hereunder shall not exceed (during the Incremental Amountterm of this Agreement) (a) $200,000,000 plus (b) an unlimited amount so long as, and (Y) at in the time case of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), this clause (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoto such Incremental Term Commitments (assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date) and any related transaction, (1) on a Pro Forma Basis, the Borrower shall be in pro forma compliance with the Financial Covenants (Senior Secured Leverage Ratio as of the last day of the most recently ended recent fiscal quarter of the Parent Borrower for which financial statements have been (or are required to have been) delivered pursuant to clause (p) of Article IV, Section 6.15.01(a) or 5.01 (b) does not exceed 2.00:1.00. Each such notice shall specify (i) the date on which the Borrowers propose that the Incremental Term Commitments shall be effective, which shall be a date not less than 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of Incremental Term Commitments being requested (it being agreed that (x) any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment and (y) any Person that the Borrowers propose to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent). (b) The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche B Term Commitments and the Tranche B Term Loans; provided that (i) with respect to any Incremental Term Commitments that are pari passu with respect to security with the Tranche B Term Loans, if the All-in Yield for any such Incremental Term Loans (other than Refinancing Term Loans) exceeds the All-in Yield for the Tranche B Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Tranche B Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (ii) no Incremental Term Maturity Date shall be earlier than the Tranche B Term Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans, (iv) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Tranche B Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the Tranche B Term Loans, (v) the Incremental Term Loans will rank pari passu in right of payment and pari passu or junior with respect to security with the Tranche B Term Loans (subject to, in the case of any Incremental Term Commitments that rank junior with respect to security with the Tranche B Term Loans, the entry into customary intercreditor arrangements reasonably acceptable to the Administrative Agent and the Borrowers) and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party and (vi) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Tranche B Term Loans (except as set forth in clauses (i), (ii) and (iii) above), such terms shall be reasonably satisfactory to the Administrative Agent. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement unless intended to constitute an increase in any previously established Class of Loans. (c) The Incremental Term Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrowers, each Incremental Lender providing such Incremental Term Commitments and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Term Commitments (and assuming that the full amount of such Incremental Term Commitments shall have been funded as Loans on such date), no Default or Event of Default shall have occurred and be continuing (unless, if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, waived (or not required) by the Lenders providing such Incremental Term Commitments), (ii) on the date of effectiveness thereof, and after giving effect to the incurrence making of Loans to be made on such Incremental Term Facility and all transactions consummated in connection therewithdate, and (1) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects respects, in each case on and as of such date, except in the date case of the making of the Incremental Term Loans pursuant any such representation and warranty that expressly relates to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier a prior date, in which case such representations representation and warranties warranty shall be so true and correct in all material respects on and as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification)prior date; provided that, customary “Sungard” or “certain funds” conditionality shall, to that if the extent agreed by proceeds of such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans are being used to finance a Limited Condition Acquisition, the condition set forth in this clause (1ii) may be limited such that only the accuracy of the Specified Representations and the Acquired Company Acquisition Agreement Representations (assuming the target is the “Acquired Company”, the applicable acquisition agreement is the “Acquisition Agreement,” and the acquisition of such target is the “Acquisition” for purposes of prepayments, the definition thereof) shall be treated substantially a condition precedent to the same as incurrence of such Incremental Term Loans and (and in any event no more favorably thaniii) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, Borrowers shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facilitysuch legal opinions, no consent board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreement and other documents as shall reasonably be required from requested by the Administrative Agent or in connection with any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any transaction. Each Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Facility Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may, without the consent of any other Lender, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Term Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrowers in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Facility Agreement. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrowers referred to in Section 2.13. The 2.18(a) and of the effectiveness of any Incremental Term Facility Amendment shallCommitments, unless otherwise agreed to by in each case advising the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2details thereof. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.

Incremental Term Facilities. (ai) At any time and from time to time, subject to With the terms and conditions set forth hereinprior written consent of the Administrative Agent, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add and any one or more additional tranches of Lenders (including New Term Lenders) may agree that such Lenders shall make incremental term loans (all such additional tranches of term loans, the “Incremental Term Loans”; ) by executing and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect delivering to the incurrence of such Incremental Term Facility Administrative Agent a notice (in form and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to such Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are substance reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that Agent) specifying (A) any the amount of the Incremental Term Loan shall not have a final maturity date earlier than the Latest Maturity Date and Loans, (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those the applicable to closing date for the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term LenderLoan Closing Date”), (C) the applicable maturity date for the Incremental Term Loans (which in any event shall not be earlier than the Maturity Date), (1D) if not already a Lender or a Person to whom a Lender may assign one or more the amortization schedule for the Incremental Term Loans, (E) the Applicable Margin and other pricing terms for the Incremental Term Loans without and (F) the consent other terms and conditions of the Administrative Agent hereunderIncremental Term Loans, which, in each case, shall be reasonably satisfactory acceptable to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No The Incremental Term Facility Amendment Loans shall require rank pari passu in right of payment and of security with the consent Revolving Loans and after giving effect to the issuance of any Lender other than the Incremental Term Lenders with respect to such Loans, the Revolving Commitments plus the Incremental Term Facility AmendmentLoans, plus, the outstanding Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect. No Lender shall be obligated have any obligation to provide participate in the making of any Incremental Term Loans unless it agrees to do so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment may. (ii) Any additional bank, without financial institution or other entity which, with the consent of any other Lender, effect such amendments to any Loan Documents as may the Borrower (which consent shall not be necessary or appropriate, in the opinion of unreasonably withheld) and the Administrative Agent, elects to effect become a “Lender” under this Agreement in connection with any transaction described in Section 2.03(c) shall execute a Lender Certificate whereupon such New Term Lender shall become a Lender for all purposes and to the provisions same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2Agreement. (eiii) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein containedin this Agreement, no amendment, modification or waiver of any provision each of the Credit parties hereto hereby agrees that, on any Incremental Term Loan Closing Date, this Agreement which would reduce shall be amended to the amount of any payment required as a result extent necessary to reflect the existence and terms of the operation of this Section 2.13(eIncremental Term Loans being made on such Incremental Term Loan Closing Date. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower's consent (not to be unreasonably withheld) shall be permitted without the written consent of Majority Facility Lenders with respect and furnished to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.parties hereto. EXCO CREDIT AGREEMENT – Page 43

Incremental Term Facilities. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lenderof the Lenders), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; ) and all such incremental facilities therefor, the “Alternative Incremental Term Facilities”); provided that (X) the sum of the Facility Debt in an aggregate principal amount of all up to (i) $100,000,000 if, after giving effect to the incurrence of such amount and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Term Loans and such Alternative Incremental Facility Debt has been funded on such date and the proceeds of such amount shall be excluded from the calculation of cash and cash equivalents set forth in clause (determined at b) of the time definition of incurrenceConsolidated Net Debt), the Total Leverage Ratio is equal to or less than 5.00 to 1.00 plus (ii) plus an additional amount if, after giving effect to the Aggregate Increased Revolving Amount incurrence of such additional amount and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Term Loans and such Alternative Incremental Facility Debt has been funded on such date and that such Incremental Term Loans and Alternative Incremental Facility Debt is secured on a senior basis and the proceeds of such amount shall not exceed be excluded from the Incremental Amountcalculation of cash and cash equivalents set forth in clause (b) of the definition of Consolidated Net Debt), and (Y) the Senior Secured Leverage Ratio is equal to or less than 3.50 to 1.00; provided that, at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1A) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect theretoshall result therefrom, and (1B) the Borrower shall be have delivered a certificate of a Financial Officer to the effect set forth in pro forma clause (A) above, together with reasonably detailed calculations demonstrating compliance with the Financial Covenants clauses (a)(i) and (a)(ii) above (which calculations shall, if made as of the most recently ended last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements have been and certificate of a Financial Officer required to be delivered pursuant to by Section 6.15.01(a) after giving effect to or 5.01(b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the incurrence relevant period). Each tranche of such Incremental Term Facility and all transactions consummated in connection therewith, and (1) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4Loans set forth above. (b) Each The Incremental Term Facility Loans (i) shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment in respect of the Collateral and of security (if any) with the other Obligations in respect of the Tranche B-1 Term Loans and Commitments. the Tranche B-2 Term Loans, (c) Any Incremental Term Loans (1ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term B Loans and Existing the Tranche B-2 Term Loans, Loans and (1iii) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have be on terms and subject to conditions as agreed between the same terms as Borrower and the Incremental Term B Loans or (except for covenants or other provisions applicable only Lenders and, to the periods after the Term B Maturity Date) extent such terms as (other than with respect to maturity, amortization and pricing) are inconsistent with those governing the Tranche B-2 Term Loans, reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan exceeds the Weighted Average Yield relating to a Class of existing Term Loans (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans prior to time that such Incremental Term Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to such Class of existing Term Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to such Class of existing Term Loans by more than 0.50%, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Latest Tranche B-2 Term Maturity Date and (BC) any Incremental Term Loan shall not have a Weighted Average Life to Maturity weighted average life that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity weighted average life of the then-existing remaining Tranche B-2 Term B Loans. (dc) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term LoansLoan. Any additional bank, financial institution institution, existing Lender or other Person that agrees with the Borrower elects to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Borrower and the Administrative Agent and (1any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Loan PartiesBorrower, each such Incremental Term Additional Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such Incremental Term Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans Loan, unless it so agrees agrees. Commitments in its sole and absolute discretionrespect of any Incremental Term Loans shall become Commitments under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Term Facility Amendment may, without the consent of any other LenderLenders, effect such amendments to this Agreement or any other Loan Documents Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13(including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a))Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (g) and (h) of Section 5.2. 4.01 (eit being understood and agreed that all references to a Borrowing in clauses (g) If the Effective Yield applicable and (h) of Section 4.01 shall be deemed to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 refer to the Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority applicable Incremental Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B FacilityAmendment).

Incremental Term Facilities. (a) At With respect to any time and from time to time, subject to the terms and conditions set forth hereinIncremental Term Facility, the Borrower may, by notice to the Administrative Agent (whereupon and the Administrative Agent shall promptly deliver a copy thereof to each Lender), request to add one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have mutually agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1) the Borrower shall be in pro forma compliance with the Financial Covenants (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1) after giving effect to the incurrence of whether such Incremental Term Facility and all transactions consummated is a term loan A (an “Incremental Tranche A Term Facility”) or a term loan B (an “Incremental Tranche B Term Facility”): (i) in connection therewith, and the case of an Incremental Tranche A Term Facility: (1A) the representations interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and warranties of final maturity date for such Incremental Tranche A Term Facility shall be as agreed by the Loan Parties set forth in and the Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Incremental Term Loans pursuant to Lenders providing such Incremental Tranche A Term Facility Amendment (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification)Facility; provided that, customary “Sungard” or “certain funds” conditionality shall, to : (I) the extent agreed by final maturity of such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. (b) Each Incremental Tranche A Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Date) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loans), provided that (A) any Incremental Term Loan shall not have a final maturity date earlier than the Latest later of (x) the Maturity Date and or (By) the latest maturity date of any outstanding Incremental Tranche A Term Loan shall not have a Facility; (II) the Weighted Average Life to To Maturity that is of such Incremental Tranche A Term Facility shall not be shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of any outstanding Incremental Tranche A Term Facility; and (III) if the then‑existing Existing All-In-Yield on such Incremental Tranche A Term Facility exceeds the All-In-Yield of the Revolving Loans and any outstanding Incremental Tranche A Term Facility by more than 50 basis points (10.50%) if per annum, then the Applicable Rate or fees payable by the Borrower with respect to the Revolving Loans and such outstanding Incremental Tranche A Term Facility shall on the effective date of such Incremental Tranche A Term Facility be increased to the extent necessary to cause the All-In-Yield on the Revolving Loans and such outstanding Incremental Tranche A Term Facility to be 50 basis points (0.50%) less than the All-In-Yield on such Incremental Tranche A Term Facility; (B) such Incremental Tranche A Term Facility shall share ratably in any mandatory prepayments of the other term loans under this Agreement (or otherwise provide for more favorable prepayment treatment for one or more of such outstanding term loans) and shall have ratable voting rights as the other term loans (if any) under this Agreement (or otherwise provide for more favorable voting rights for one or more of such outstanding term loans); (ii) in the case of an Incremental Tranche B Term Facility: (A) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Tranche B Term Facility shall be as agreed by the Loan has amortization provisions other Parties and the Lenders providing such Incremental Tranche B Term Facility; provided that: (I) the final maturity of such Incremental Tranche B Term Facility shall not be earlier than those described in clause the later of (x) above, the Maturity Date or (y) the latest maturity date of any outstanding term loan under this Agreement; (II) the Weighted Average Life To Maturity of such Incremental Tranche B Term Facility shall not be shorter than the Weighted Average Life to Maturity of any outstanding term loan under this Agreement; and (III) if the thenAll-existing In-Yield on such Incremental Tranche B Term Facility exceeds the All-In-Yield of any other outstanding Incremental Tranche B Loans. Term Facility by more than 50 basis points (d0.50%) Each notice from per annum, then the Applicable Rate or fees payable by the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent and (1) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and the Administrative Agent. No Incremental Term Facility Amendment shall require the consent of any Lender other than the Incremental Term Lenders with respect to such outstanding Incremental Tranche B Term Facility Amendment. No Lender shall be obligated to provide any on the effective date of such Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Tranche B Term Facility Amendment may, without be increased to the consent of extent necessary to cause the All-In-Yield on such outstanding Incremental Tranche B Term Facility to be 50 basis points (0.50%) less than the All-In-Yield on such Incremental Tranche B Term Facility; and (B) such Incremental Tranche B Term Facility shall share ratably in any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion mandatory prepayments of the Administrative Agent, to effect the provisions of other term loans under this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless Agreement (or otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a)), be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2. (e) If the Effective Yield applicable to any Incremental Term Loan exceeds the Effective Yield of the Term B Loans by provide for more than 0.50%, the rate of interest per annum applicable 1821445.29\C072091\0303228 to the Term B Loans shall be increased by an amount equal to the amount favorable prepayment treatment for one or more of such excess minus 0.50%. Notwithstanding anything to outstanding term loans) and shall have ratable voting rights as the contrary herein contained, no amendment, modification other term loans (if any) under this Agreement (or waiver otherwise provide for more favorable voting rights for one or more of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facility.such outstanding term loans);

Incremental Term Facilities. (a) At The Borrower may, at any time and from time to time, subject time after the Closing Date and prior to the terms and conditions set forth herein, the Borrower mayTerm Facility Maturity Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add (x) the addition of one or more additional tranches of new term loans loan facilities (all any such additional tranches of new term loans, the loan facility being an “Incremental Term Loans”; Facility” and all such incremental facilities therefor, the commitment of any lender with respect to any Incremental Term Facility being an “Incremental Term FacilitiesCommitment”); provided that (X) the sum of the aggregate principal amount of all Incremental Term Loans (determined at the time of incurrence) plus the Aggregate Increased Revolving Amount shall not exceed the Incremental Amount, and (Y) at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (1) no Event of Default (or, solely in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the applicable Incremental Term Lenders have agreed thereto, no Event of Default under Sections 8.1(a), (b), (h) or (i)) has occurred and is continuing or would exist after giving effect thereto, (1y) the Borrower shall addition of one or more new revolving Loan Facilities (any such new revolving loan facility being an “Incremental Revolving Facility” and the commitment of any lender with respect to any Incremental Revolving Facility being an “Incremental Revolving Commitment”) to be in pro forma compliance with the Financial Covenants (effective as of a date (the most recently ended fiscal quarter for which financial statements have been delivered pursuant “Increase Date”) specified in the related notice to Section 6.1the Administrative Agent; provided, however, that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred and Incremental Revolving Commitments obtained under this Section 2.19 and then outstanding does not exceed $250,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) each Incremental Facility shall be in an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Facilities; (iv) on the date of any request by the Borrower for an Incremental Commitment and on the related Increase Date, the applicable conditions set forth in Section 3.01(g) and 3.01(h) and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and all transactions consummated in connection therewith, and (1) the representations and warranties weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Loan Parties set forth Term Facility; (vi) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the date that is 18 months after the Closing Date, in the Loan Documents event that the Applicable Rate (taking into account any applicable interest rate “floor”) for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be true and correct in all material respects on and as of increased to the date of extent necessary so that the making of Applicable Rate for any Advances under the Incremental Term Loans pursuant Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to such the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement, structuring or commitment fees payable to the Sole Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Incremental Facility; (viii) each Incremental Facility Amendment may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms reasonably satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Facility are not consistent with the Facilities (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification); provided that, customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by such 1821445.29\C072091\0303228 Incremental Lenders, apply to any Incremental Term Facilities entered into in order to finance Acquisitions permitted by Section 7.5 or Investments permitted by Section 7.4. clause (bv) Each Incremental Term Facility shall not be guaranteed by any Subsidiary of the Borrower that is not a Guarantor and will rank pari passu or junior in right of payment and of security (if any) with the other Loans and Commitments. (c) Any Incremental Term Loans (1) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans and Existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, shall have the same terms as the Term B Loans or (except for covenants or other provisions applicable only to the periods after the Term B Maturity Datevi) such terms as are reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all of the Term B Loansabove), provided that (A) any Incremental Term Loan they shall not have a final maturity date earlier than the Latest Maturity Date and (B) any Incremental Term Loan shall not have a Weighted Average Life to Maturity that is shorter than (1) if such Incremental Term Loan has amortization provisions substantially similar to those applicable to the then-existing Existing Term Loans, the Weighted Average Life to Maturity of the then‑existing Existing Term Loans and (1) if such Incremental Term Loan has amortization provisions other than those described in clause (x) above, the Weighted Average Life to Maturity of the then-existing Term B Loans. (d) Each notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Any bank, financial institution or other Person that agrees with the Borrower to extend Incremental Term Loans (each an “Incremental Term Lender”), shall (1) if not already a Lender or a Person to whom a Lender may assign one or more Loans without the consent of the Administrative Agent hereunder, be reasonably satisfactory to the Administrative Agent Agent; and (1x) if not already a Lender, become a Lender under this Agreement pursuant to an amendment (each an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each such Incremental Term Lender and Documents may be amended by the Administrative Agent. No , the Loan Parties and the Lenders providing an Incremental Term Facility Amendment shall require Facility, to the consent of any Lender other than the Incremental Term Lenders with respect extent necessary to evidence such Incremental Term Facility Amendment. No Lender shall be obligated consistent with this Section 2.19(a) and to provide any make appropriate revisions for the addition of a revolving loan facility in the case of an Incremental Term Loans unless it so agrees in its sole and absolute discretion. An Incremental Term Facility Amendment mayRevolving Facility, without the consent of any other Lender Party. (b) The Administrative Agent shall promptly notify the Term Lenders of a request by the Borrower for an Incremental Facility, which notice shall include (i) the proposed amount of such requested Incremental Commitment, (ii) the proposed Increase Date and (iii) the date by which the relevant Lenders wishing to participate in the Incremental Commitment must commit to an Incremental Commitment (which shall in no event be less than ten Business Days from the date of delivery of such notice to the relevant Lenders) (the “Incremental Commitment Date”). Each relevant Lender that is willing to participate in the requested Incremental Commitment (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Incremental Commitment Date of the amount by which it is willing to commit to the Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate in the requested Incremental Commitment. If the relevant Lenders notify the Administrative Agent that they are willing to participate in an Incremental Commitment by an aggregate amount that exceeds the amount of the requested Incremental Commitment, the requested Incremental Commitment shall be allocated among the relevant Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following the applicable Incremental Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the relevant Lenders are willing to participate in the requested Incremental Commitment. If the aggregate amount by which the Lenders are willing to participate in the requested Incremental Commitment on any such Incremental Commitment Date is less than the requested Incremental Commitment, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Incremental Commitment that has not been committed to by the relevant Lenders as of the Incremental Commitment Date; provided, however, that (i) the Commitment of each such Eligible Assignee shall be in an amount equal to at least $1,000,000 and (ii) each such Eligible Assignee shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Incremental Commitment in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender Party to this Agreement as of the applicable Increase Date and the Commitment of each Increasing Lender for such Incremental Commitment shall be equal to the amount so committed by such Lender (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before the Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the applicable Incremental Commitment and the corresponding modifications to this Agreement; (ii) an assumption agreement from each Assuming Lender, effect if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each a “Commitment Assumption Agreement”), duly executed by such amendments Eligible Assignee, the Administrative Agent and each Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to any Loan Documents the Borrower and the Administrative Agent; and (iv) customary legal opinions or other documents from the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to reasonably requested by the Administrative Agent and in connection with any such transaction. On the Incremental Term Lenders (and subject to the proviso in the first sentence of Section 2.13(a))applicable Increase Date, be subject to the satisfaction on the date thereof of each upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 5.2. 2.19(d), the Administrative Agent shall notify the Lenders (eincluding, without limitation, each Assuming Lender) If and the Effective Yield Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Incremental Commitment to be effected on the related Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. On the applicable Increase Date, the Advances under any Incremental Term Loan exceeds Facility that is to become part of an outstanding Facility shall bear interest at the Effective Yield Eurodollar Rates and for the remainder of the Term B Loans by more than 0.50%Interest Periods that are then applicable to such outstanding Facility in order to ensure that each Lender under such Facility, the rate of interest per annum applicable 1821445.29\C072091\0303228 after giving effect to the Incremental Term B Loans shall be increased by an amount equal Commitments, is entitled to a ratable share of all interest payments due under such Facility on the amount of such excess minus 0.50%. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of the Credit Agreement which would reduce the amount of any payment required as a result of the operation of this Section 2.13(e) shall be permitted without the written consent of Majority Facility Lenders with respect to the Term B Facility, and this Section 2.13(e) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term B Facilitysame dates.