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 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, (1i) 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, (1ii) 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 (1iii) the representations and warranties of the Loan Parties and the Liberty Subsidiaries 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 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 (1i) 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 (1ii) 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 (1i) 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 (1ii) 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 this 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 The Borrower may at any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Commitments (whereupon it being agreed that the Borrower shall not be obligated to offer to any Bank the opportunity to participate in any Incremental Term Facility); provided that the sum of the cumulative aggregate original amount of all the Incremental Term Commitments established under this Section 2.17(b), the cumulative aggregate amount of all the Commitment Increases established under Section 2.17(a) and the aggregate original amount of all Incremental Equivalent Debt incurred under Section 7.09(vii) shall not, on the date of effectiveness of any Incremental Term Commitments under this Section 2.17(b), exceed the Maximum Incremental Amount in effect on such date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than five (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 (B) the amount of the Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Bank 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 Term Lender, if such Person is not then a Bank, must be an Eligible Assignee. (ii) The terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall promptly deliver a copy thereof be, except as otherwise set forth herein or in the applicable Incremental Term Facility Amendment, substantially identical to each Lender)those of (x) if any Incremental Term Loans then exist, request such existing Incremental Term Loans or (y) if no Incremental Term Loans then exist, the Commitments and Advances (with appropriate modifications to add one or more additional tranches reflect nature of term loans (all such additional tranches of Incremental Term Facility and the Incremental Term Loans to be made thereunder as term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (Xi) the sum fees, interest rates, call protection, mandatory prepayments and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders providing the relevant Incremental Term Commitments, (ii) the weighted average life to maturity of any such Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the aggregate principal amount tranche of all existing Incremental Term Loans (if any) with the longest remaining weighted average life to maturity at such time (or, in the case of Incremental Term Loans which are Term B Loans, the weighted average life to maturity of any then-existing tranche of Term B Loans with the longest remaining weighted average life to maturity at such time), (iii) any such Incremental Term Facility will mature no earlier than the Latest Maturity Date at such time (or, in the case of Incremental Term Loans which are Term B Loans, the latest maturity date then applicable to any then-existing tranche of Term B Loans), (iv) the terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall not be materially more favorable, taken as a whole (other than fees, interest rates, call protection, mandatory prepayments and amortization schedule applicable to any such Incremental Term Facility and such Incremental Term Loans), to the lenders providing such Incremental Term Facility than (x) if any Incremental Term Loans then exist, the terms applicable to such existing Incremental Term Loans (or, in the case of any such Incremental Term Loans which are Term B Loans, the terms and conditions applicable to any such Term B Loans) or (y) if no Incremental Term Loans then exist, the terms applicable to the Commitments and Advances (in each case as determined by the Borrower in good faith, which determination shall be conclusive), other than (A) (I) covenants or other provisions applicable only to periods after the Latest Maturity Date at such time and (II) covenants or other provisions that are also for the benefit of the Banks and Incremental Term Lenders in respect of the Advances, Commitments, Incremental Term Loans and Incremental Term Commitments outstanding 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 Amendmentis incurred and (B) to the extent required by the lenders providing such Incremental Term Facility, customary “most-favored-nation” protection, call protection, and mandatory prepayments, in each case, which may be applicable solely with respect to such Incremental Term Facility (1) no Event of Default (or, solely it being understood that to the extent a mandatory prepayment is required in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the establishment of an Incremental Term Facility, such mandatory prepayment (to the extent set forth in the applicable Incremental Term Lenders have agreed theretoFacility Amendment establishing such Incremental Term Facility) shall be applied ratably to all then-existing Incremental Term Loans; provided, no Event that, a Financial Officer 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 have delivered a certificate to the Financial Covenants Administrative Agent at least two (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.12) after giving effect Business Days prior to the incurrence of such Incremental Term Facility (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a summary of the material terms and all transactions consummated conditions of such Incremental Term Facility, stating that the Borrower has determined in connection therewithgood faith that such material terms and conditions satisfy the requirements set forth in this clause (iv), which determination shall be conclusive, (v) in the case of any Incremental Term Loans that are Term B Loans, such Incremental Term Loans that are Term B Loans may, to the extent so provided in the applicable Incremental Term Facility Amendment, specify whether (x) the applicable Term B Lenders shall have any voting rights in respect of the covenant set forth in Section 7.01 (it being agreed that if any Term B Loans are incurred at a time when a tranche of Term B Loans already exists, and such subsequently incurred Term B Loans shall have such voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (1y) any breach of the covenant set forth in Section 7.01 would result in a Default or Event of Default for such Term B Lenders prior to an acceleration of the Commitments and/or Advances by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Term B Loans are incurred at a time when a tranche of Term B Loans already exists, and such subsequently incurred Term B Loans shall have such a default, all then outstanding Term B Loans shall also have a similar default), (vi) all Incremental Term Facilities shall be secured by the Collateral on a pari passu basis with the other Obligations and (vii) no Incremental Term Facility shall be secured by any property or assets of the Borrower or any of their Subsidiaries other than the Collateral or be guaranteed by any Person other than the Borrower and the Guarantors. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate tranche of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (iii) The Incremental Term Commitments and Incremental Term Facilities relating thereto shall be effected pursuant to one or more Incremental Term Facility Amendments executed and delivered by the Borrower, each Incremental Term Lender providing such Incremental Term Commitments and Incremental Term Facilities and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless, subject to customary Sungard-style limited conditionality provisions to the extent agreed by the Incremental Term Lenders providing such Incremental Commitments, (i) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to such Incremental Term Commitments and the making of Incremental Term Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Loan Parties Borrower and the Guarantors set forth in the Loan Documents this Agreement 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 iii) both before and after giving effect 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 incurrence 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 Debt, the Loan Parties are in all respects without further qualification)compliance with Section 7.01; 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 further that 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 delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit a certificate 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 a Financial Officer 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 the effect set forth in clauses (each an “Incremental Term Lender”i), shall (1ii) 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 (iii) above. Notwithstanding anything to the Administrative Agent and (1) if not already a Lender, become a Lender under contrary in 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 PartiesAgreement, 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 Bank or any other LenderIncremental Term Lender (for the avoidance of doubt, other than any Incremental Term Lender providing such Incremental Term Facility), 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 Agent, to give effect to 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 5.22.17. (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 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, (1i) 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, (1ii) 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 (1iii) the representations and warranties of the Loan Parties and the Liberty Subsidiaries 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 Subsidiarysubsidiary 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 (1i) 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 (1ii) 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 (1x) 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 then-existing Existing Term Loans and (1y) 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 (1i) 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 (1ii) 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 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, (1i) 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, (1ii) 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 (1iii) the representations and warranties of the Loan Parties and the Liberty Subsidiaries 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 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 (1i) 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 (1ii) 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 (1x) 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 (1y) 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 (1i) 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 (1ii) 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 this 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 or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add the establishment of one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all that, no Incremental Term Loans may be made unless: (determined at i) (A) except in the time case 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 an Incremental Term Facility Amendmentincurred to finance a Limited Conditionality Acquisition, (1) 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 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 immediately prior to and immediately after giving effect thereto, (1) the Borrower shall be in including 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 6.1effect) after giving effect to the incurrence making of such Incremental Term Facility and all transactions consummated in connection therewith, Loans and (12) the representations and warranties of the Loan Parties set forth in the each Loan Documents Document shall be true and correct in all material respects on immediately prior to, and as of the date of the making of the Incremental Term Loans pursuant to immediately after giving effect to, such Incremental Term Facility Amendment (Facility, except to the extent that any such representations and or warranties relate are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (B) in the case of an Incremental Term Facility incurred to finance a Limited Conditionality Acquisition, (1) as of the date of execution of the Limited Conditionality Acquisition Agreement by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clause (a), (b), (h) or (i) of Article VII shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any representation concurrent transactions and warranty that is qualified as to “materiality” or “Material Adverse Effect” any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects without further qualificationas of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); provided that, and (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” or “certain funds” conditionality shallrepresentations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent agreed by any such 1821445.29\C072091\0303228 Incremental Lendersrepresentations or warranties are expressly limited to an earlier date, apply in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); and 69 (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities entered into are provided with the benefit of the applicable Loan Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities shall not exceed the sum of (A) $50,000,000 plus (B) an unlimited additional amount such that, in order the case of this clause (B) only, after giving effect (including pro forma effect) thereto (assuming full drawing under suchthe Incremental Term Facilities then being established), the Secured Net Leverage Ratio calculated on a pro forma basis for the Test Period shall not exceed 3.753.25 to finance Acquisitions permitted 1.00; provided that, for the avoidance of doubt, Incremental Term Facilities may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. Each Incremental Term Facility shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by Section 7.5 or Investments permitted by Section 7.4the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested. (b) Each Incremental Term Facility shall not be guaranteed secured by any Subsidiary of a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower that and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is not a Guarantor and will rank pari passu Loan Party which shall have previously or junior in right of payment and of security (if any) with substantially concurrently guaranteed or borrowed, as applicable, the other Loans and Commitments. (c) Any Secured Obligations. The Incremental Term Loans (1i) for purposes if made as an increase in the principal amount of prepaymentsany existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans, (ii) shall not mature earlier than the Maturity Date applicable to any then existingthen-existing Term Loans (but may have amortization and/or customary prepayments prior to such date), (iviii) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existingthen-existing Term Loans, (viv) except as set forth above, shall be treated substantially the same as (and in any event event, no more favorably than) the Term B Loans and Existing (viv) will accrue interest at rates, and with amortization, determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, during the period commencing on the Amendment No. 2 Effective Date and ending on the day immediately prior to the first anniversary thereof, in the event that the All-in Yield for any Incremental Term Loans shall be more than 0.50% higher than the corresponding All-in Yield for any then existingthen-existing Term Loans, and (1) other than currency, amortization, pricing (including interest rate margins, rate floors, fees, premiums and funding discounts) and maturity date, then the All-in Yield with respect to any then existingthen-existing Term Loans shall have be increased by the same terms as amount necessary so that the Term B Loans or (except for covenants or other provisions applicable only difference between the All-in Yield with respect to the periods after Incremental Term Loans and the All-in Yield on any then existingthen-existing Term B Maturity Date) such terms as are reasonably satisfactory Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in this Section 2.21(b) and of the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof. 70 (c) Incremental Term Facilities may be provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Term Facility unless it being understood so agrees in writing as provided in this Section 2.21 or (y) the right to the extent that provide all or any financial maintenance covenant is added for the benefit portion of any Incremental Term Facility, no consent shall be required from the Administrative Agent ) or by 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 institutional lender or investor (each other than an Ineligible Institution) (any such other bank, financial institution or other institutional lender or investor being called an “Incremental Term Additional Lender”); provided that, 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 hereundershall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Term Facility, be reasonably satisfactory to the Administrative Agent and (1extent such consent would be required under Section 9.04(b) if not already a for an assignment of Loans or Commitments to such Lender or Additional Lender, . Commitments in respect of Incremental Term Facilities shall become a Lender Commitments under this Agreement pursuant to an amendment or amendment and restatement (each each, an “Incremental Term Facility Amendment”) to of 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 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 LenderLenders, effect such amendments to any this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this Section 2.13Section. 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)), shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.24.02 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Facilities for any purpose not prohibited by this Agreement. (ed) If the Effective Yield applicable to This Section 2.21 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 provisions in Section 2.19(c) or 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. (ai) At The Borrower may at any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent Agent, request the establishment of Incremental Term Commitments (whereupon it being agreed that the Borrower shall not be obligated to offer to any Bank the opportunity to participate in any Incremental Term Facility); provided that the sum of the cumulative aggregate original amount of all the Incremental Term Commitments established under this Section 2.17(b), the cumulative aggregate amount of all the Commitment Increases established under Section 2.17(a) and the aggregate original amount of all Incremental Equivalent Debt incurred under Section 7.09(vii) shall not, on the date of effectiveness of any Incremental Term Commitments under this Section 2.17(b), exceed the Maximum Incremental Amount in effect on such date. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than five (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 (B) the amount of the Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Bank 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 Term Lender, if such Person is not then a Bank, must be an Eligible Assignee). (ii) The terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall promptly deliver a copy thereof be, except as otherwise set forth herein or in the applicable Incremental Term Facility Amendment, substantially identical to each Lender)those of (x) if any Incremental Term Loans then exist, request such existing Incremental Term Loans or (y) if no Incremental Term Loans then exist, the Commitments and Advances 63 (with appropriate modifications to add one or more additional tranches reflect nature of term loans (all such additional tranches of Incremental Term Facility and the Incremental Term Loans to be made thereunder as term loans, the “Incremental Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (Xi) the sum fees, interest rates, call protection, mandatory prepayments and amortization schedule applicable to any Incremental Term Facility and Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders providing the relevant Incremental Term Commitments, (ii) the weighted average life to maturity of any such Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the aggregate principal amount tranche of all existing Incremental Term Loans (if any) with the longest remaining weighted average life to maturity at such time (or, in the case of Incremental Term Loans which are Term B Loans, the weighted average life to maturity of any then-existing tranche of Term B Loans with the longest remaining weighted average life to maturity at such time), (iii) any such Incremental Term Facility will mature no earlier than the Latest Maturity Date at such time (or, in the case of Incremental Term Loans which are Term B Loans, the latest maturity date then applicable to any then-existing tranche of Term B Loans), (iv) the terms and conditions of any Incremental Term Facility and the Incremental Term Loans to be made thereunder shall not be materially more favorable, taken as a whole (other than fees, interest rates, call protection, mandatory prepayments and amortization schedule applicable to any such Incremental Term Facility and such Incremental Term Loans), to the lenders providing such Incremental Term Facility than (x) if any Incremental Term Loans then exist, the terms applicable to such existing Incremental Term Loans (or, in the case of any such Incremental Term Loans which are Term B Loans, the terms and conditions applicable to any such Term B Loans) or (y) if no Incremental Term Loans then exist, the terms applicable to the Commitments and Advances (in each case as determined by the Borrower in good faith, which determination shall be conclusive), other than (A) (I) covenants or other provisions applicable only to periods after the Latest Maturity Date at such time and (II) covenants or other provisions that are also for the benefit of the Banks and Incremental Term Lenders in respect of the Advances, Commitments, Incremental Term Loans and Incremental Term Commitments outstanding 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 Amendmentis incurred and (B) to the extent required by the lenders providing such Incremental Term Facility, customary “most-favored-nation” protection, call protection, and mandatory prepayments, in each case, which may be applicable solely with respect to such Incremental Term Facility (1) no Event of Default (or, solely it being understood that to the extent a mandatory prepayment is required in connection with Acquisitions permitted by Section 7.5 and Investments permitted by Section 7.4 and provided that the establishment of an Incremental Term Facility, such mandatory prepayment (to the extent set forth in the applicable Incremental Term Lenders have agreed theretoFacility Amendment establishing such Incremental Term Facility) shall be applied ratably to all then-existing Incremental Term Loans); provided, no Event that, a Financial Officer 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 have delivered a certificate to the Financial Covenants Administrative Agent at least two (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.12) after giving effect Business Days prior to the incurrence of such Incremental Term Facility (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a summary of the material terms and all transactions consummated conditions of such Incremental Term Facility, stating that the Borrower has determined in connection therewithgood faith that such material terms and conditions satisfy the requirements set forth in this clause (iv), which determination shall be conclusive, (v) in the case of any Incremental Term Loans that are Term B Loans, such Incremental Term Loans that are Term B Loans may, to the extent so provided in the applicable Incremental Term Facility Amendment, specify whether (x) the applicable 64 (iii) The Incremental Term Commitments and Incremental Term Facilities relating thereto shall be effected pursuant to one or more Incremental Term Facility Amendments executed and delivered by the Borrower, each Incremental Term Lender providing such Incremental Term Commitments and Incremental Term Facilities and the Administrative Agent; provided that no Incremental Term Commitments shall become effective unless, subject to customary Sungard-style limited conditionality provisions to the extent agreed by the Incremental Term Lenders providing such Incremental Commitments, (1i) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to such Incremental Term Commitments and the making of Incremental Term Loans thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Loan Parties Borrower and the Guarantors set forth in the Loan Documents this Agreement 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 iii) both before and after giving effect 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 incurrence 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 Debt, the Loan Parties are in all respects without further qualification)compliance with Section 7.01; 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 further that 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 delivered to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit a certificate 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 a Financial Officer 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 the effect set forth in clauses (each an “Incremental Term Lender”i), shall (1ii) 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 (iii) above. Notwithstanding anything to the Administrative Agent and (1) if not already a Lender, become a Lender under contrary in 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 PartiesAgreement, 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 Bank or any other LenderIncremental Term Lender (for the avoidance of doubt, other than any Incremental Term Lender providing such Incremental Term Facility), 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 Agent, to give effect to the provisions of this Section 2.132.17. The effectiveness of (c) This Section 2.17 shall supersede any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Term Lenders (and subject provisions in Section 2.13 or 10.01 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%contrary. 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.65

Incremental Term Facilities. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each Lender)Agent, request to add the establishment of one or more additional tranches of term loans (all such additional tranches of term loans, the “Incremental Term Facilities (which may take the form of an increase in the principal amount of any existing tranche of Term Loans”; and all such incremental facilities therefor, the “Incremental Term Facilities”); provided that (X) the sum of the aggregate principal amount of all that, no Incremental Term Loans may be made unless: (determined at i) (A) except in the time case 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 an Incremental Term Facility Amendmentincurred to finance a Limited Conditionality Acquisition, (1) 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 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 immediately prior to and immediately after giving effect thereto, (1) the Borrower shall be in including 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 6.1effect) after giving effect to the incurrence making of such Incremental Term Facility and all transactions consummated in connection therewith, Loans and (12) the representations and warranties of the Loan Parties set forth in the each Loan Documents Document shall be true and correct in all material respects on immediately prior to, and as of the date of the making of the Incremental Term Loans pursuant to immediately after giving effect to, such Incremental Term Facility Amendment (Facility, except to the extent that any such representations and or warranties relate are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (A)(2) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (B) in the case of an Incremental Term Facility incurred to finance a Limited Conditionality Acquisition, (1) as of the date of execution of the Limited Conditionality Acquisition Agreement by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clause (a), (b), (h) or (i) of Article VII shall be in existence immediately before or after giving effect (including pro forma effect) to such borrowing and to any representation concurrent transactions and warranty that is qualified as to “materiality” or “Material Adverse Effect” any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects without further qualificationas of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(3) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); provided that, and (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” or “certain funds” conditionality shallrepresentations and warranties (with such representations and warranties to be reasonably determined by the Incremental Lenders providing such Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Incremental Term Loans, except to the extent agreed by any such 1821445.29\C072091\0303228 Incremental Lendersrepresentations or warranties are expressly limited to an earlier date, apply in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (B)(4) shall be applicable to any representations and warranties that are already qualified by materiality or Material Adverse Effect); and (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (x) such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (y) such reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Facilities entered into are provided with the benefit of the applicable Loan Documents. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Term Facilities, when taken together with all previously incurred Incremental Equivalent Debt, shall not exceed the sum of (A) $125,000,000 plus (B) an unlimited additional amount such that, in order the case of this clause (B) only, after giving effect (including pro forma effect) thereto (assuming full drawing under such Incremental Term Facilities), the First Lien Net Leverage Ratio calculated on a pro forma basis for the Test Period (with any Incremental Equivalent Debt being deemed to finance Acquisitions permitted constitute Indebtedness secured on a pari passu basis with the Secured Obligations for purposes of calculating the First Lien Net Leverage Ratio even if unsecured) shall not exceed 2.50 to 1.00; provided that, for the avoidance of doubt, Incremental Term Facilities may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. Each Incremental Term Facility shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Term Loans shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by Section 7.5 or Investments permitted by Section 7.4the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Term Loans being requested. (b) Each Incremental Term Facility shall not be guaranteed secured by any Subsidiary of a pari passu Lien on the Collateral (and no other property) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, the Borrower that and the lenders providing such Incremental Term Facility. No Subsidiary shall be a borrower or a guarantor under any Incremental Term Facility unless such Subsidiary is not a Guarantor and will rank pari passu Loan Party which shall have previously or junior in right of payment and of security (if any) with substantially concurrently guaranteed or borrowed, as applicable, the other Loans and Commitments. (c) Any Secured Obligations. The Incremental Term Loans (1i) for purposes if made as an increase in the principal amount of prepaymentsany existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans, (ii) shall not mature earlier than the Maturity Date applicable to any then existing Term Loans (but may have amortization and/or customary prepayments prior to such date), (iv) shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then existing Term Loans, (v) except as set forth above, shall be treated substantially the same as (and in any event , no more favorably than) the Term B Loans and Existing Term Loans, (vi) will accrue interest at rates determined by the Borrower 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 lenders providing such Incremental Term Loan has amortization provisions substantially similar to those applicable to Loans; provided that, in the thenevent that the All-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 Yield for 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 shall 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%% higher than the corresponding All-in Yield for any then existing Term Loans, then the rate of interest per annum applicable 1821445.29\C072091\0303228 All-in Yield with respect to the any then existing Term B Loans shall be increased by an amount equal to the amount of such excess minus 0.50%. Notwithstanding anything to necessary so that the contrary herein contained, no amendment, modification or waiver of any provision of difference between 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 All-in Yield with respect to the Incremental Term B Facility, Loans and the All-in Yield on any then existing Term Loans is equal to 0.50%. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in 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.2.21 60