Common use of New Commitments Clause in Contracts

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million $100,000,000 in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million$25,000,000. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” ”, an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender, each New Lender (other than a New Lender that is an existing Lender or an Approved Fund of an existing Lender or, in the case of an Incremental Term Lender, an Affiliate of an existing Lender) must be reasonably acceptable to the Administrative Agent and, in the case of any New Revolving Lender, each LC Issuer (such acceptance, in each case, not to be unreasonably withheld, delayed or conditioned)) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such The New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount DateDate or such other date agreed to by the applicable New Lenders; provided that (1) the conditions set forth in paragraphs of (a), (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the registerRegister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e)2.17; and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

New Commitments. At any timetime following the Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request (i) an increase to the existing Revolving Facility Commitments (any such increase, a “Revolving Facility Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New Revolving Facility Commitments”) and/or enter into (iii) establish one or more tranches of term loans loan commitments (any such tranchecommitments, the “Incremental New Term LoansCommitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an aggregate amount not in excess of U.S.$225.0 million in any amount by which the aggregate Commitments have previously been reduced or cancelled (the “Maximum Incremental Amount”) or a lesser amount in integral multiples of U.S.$25.0 million$5,000,000. Such notice shall specify (x) the date (an “Increased Amount Date”) on which the Company Initial Borrower proposes that the New Commitments and, shall be made available and (y) in the case of Incremental New Term LoansCommitments, the date for borrowing, as applicable, the new Term Loans shall be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent. The Company or the Initial Borrower shall notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each Lender Revolving Facility Lender, or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an a “Incremental New Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender, as applicable) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental New Term Commitments, such new term loans in respect thereof (“New Term Loans, ”) shall be made on such Increased Amount Date; provided that (1i) the conditions set forth in paragraphs no Default or Event of (b) and (c) of Section 4.02 Default shall be satisfied or waived by the Required Lenders exist on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Guarantor and its Subsidiaries; (iv) such increase in the Revolving Facility Commitments and/or such establishment of the Incremental New Term Loans Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e2.09(e); and (3v) the Borrowers applicable Borrower(s) shall make any payments required pursuant to Section 2.16 2.18 in connection with the provisions of the New Commitments; provided that, with respect to and (vi) if the interest rate of any Incremental New Term Loans incurred for or New Revolving Facility Commitments exceeds the primary purpose Applicable Margin by more than 50 basis points (the amount of financing a Limited Conditionality Acquisition (such excess over 50 basis points being referred to herein as the relevant “Acquisition-Related Incremental Term LoansYield Differential”), clause (1) of this sentence then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall automatically be deemed to have been satisfied so long as (A) as increased by the Yield Differential, effective upon the making of the date of execution New Term Loan or the providing of the related Limited Conditionality Acquisition Agreement by New Revolving Facility Commitment, as the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)may be.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “a) The New Lender shall have a New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million Commitment in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million$100,000,000. Such notice shall specify On the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Amendment Effective Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) so long as the conditions set forth in paragraphs Section 5.2 are satisfied, (a) the New Lender shall purchase from each of the Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and the New Lender ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (b) the New Revolving Commitment of the New Lender shall be deemed for all purposes a Revolving Commitment and each Loan made under such New Revolving Commitment shall be deemed, for all purposes, a Revolving Loan, and (c) of Section 4.02 the New Lender shall become a Revolving Lender with respect to its New Revolving Commitment and all matters relating thereto. (b) From and after the date hereof, the New Lender shall be satisfied or waived by deemed to be a Lender for all purposes of the Required Credit Agreement, and each reference to the Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans Credit Agreement shall be evidenced by one or more joinder agreements executed deemed to include the New Lender. The New Lender appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and delivered authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by each the terms thereof, together with such powers as are reasonably incidental thereto. (c) The New LenderLender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 2 and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.6 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Credit Agreement, as applicable, and each shall such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 2, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 2, and (vi) if it is a Foreign Lender, any documentation required to be recorded in delivered by it pursuant to the register, each terms of which shall be reasonably satisfactory the Credit Agreement has been delivered to the Administrative Agent and subject to the requirements set forth in Section 2.17(e)Agent; and (3b) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or agrees that (i) is it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in existence immediately before taking or after giving effect not taking action under the Loan Documents, and (including on a Pro Forma Basisii) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth it will perform in Article III shall be true and correct in accordance with their terms all material respects as of the date of execution obligations which by the terms of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties Loan Documents 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties required to be reasonably determined performed by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 it as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)a Lender.

New Commitments. At any timetime and from time to time following the completion of the syndication of the Facilities (as reasonably determined by the Administrative Agent), the Company U.S. Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments additional term loan commitments (any such increase, the “New Revolving Facility Term Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans)” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of, together with any Indebtedness outstanding under Section 6.01(v), the Dollar Equivalent of U.S.$225.0 $250.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 the Dollar Equivalent of $10.0 million but not less than the Dollar Equivalent of $150.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Company U.S. Borrower proposes that the New Term Commitments and, in the case of Incremental Term Loans, the date be made available for borrowing, as applicablewhich shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, be made availableand (B) offer each Term Lender the right to provide New Term Commitments on a pro rata basis. The Company U.S. Borrower shall notify the Administrative Agent in writing of the identity of each Term Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Term Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such Loans made pursuant to such New Term Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental (“New Term Loans, ”) shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs no Default or Event of (b) and (c) of Section 4.02 Default shall be satisfied or waived by the Required Lenders exist on such Increased Amount Date before or after giving effect to such New Term Commitments and Loans; (2) such increase the U.S. Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Term Commitments; (3) the maturity date of New Term Loans shall not be earlier than the Term Loan Maturity Date; (4) the weighted average life to maturity of any New Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (5) in the Revolving Facility event that the Applicable Margins for any New Term Loans are more than 50 basis points greater than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the New Term Loans are no more than 50 basis points greater than the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the New Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the U.S. Borrower to the Lenders of the Term Loans or the New Term Loans 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 affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the New Term Loans shall be excluded; (6) in the event that the minimum Adjusted Eurocurrency Rate (the “LIBOR Floor”) for any New Term Loans is greater than the LIBOR Floor for the Term Loans, then the LIBOR Floor for the Term Loans shall be increased to the extent necessary so that the LIBOR Floor for the New Term Loans is no greater than the LIBOR Floor for the Term Loans; (7) after giving pro forma effect to the Borrowings to be made on the Increased Amount Date and to any change to EBITDA and any increases in Indebtedness resulting from the consummation of a permitted acquisition concurrently with such borrowing, Holdings shall be in compliance with the Financial Performance Covenants as of the most recent Test Period for which financial statements were delivered pursuant to Section 5.04(a) or (b) or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of Holdings are available and if the last day of any such period is prior to the first Test Period for which the Financial Performance Covenants are tested, the levels for the first Test Period for which the Financial Performance Covenants are tested shall be deemed to apply for such purpose; (8) all obligations under the Existing Credit Agreement have been repaid in full after giving effect to such New Term Commitments and/or the Incremental and Loans and all Liens thereunder have been discharged before or after giving effect to such New Term Loan Commitments and Loans; (9) after giving effect to such New Term Loans, there shall be no more than $500.0 million of Existing Senior Notes outstanding and (10) such addition of New Term Commitments and New Term Loans shall be evidenced by one or more joinder agreements Increase Joinders (as defined below) executed and delivered to Administrative Agent by each New Term Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

New Commitments. At any timetime following the Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request (i) an increase to the existing Revolving Facility Commitments (any such increase, a “Revolving Facility Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New Revolving Facility Commitments”) and/or enter into (iii) establish one or more tranches of term loans loan commitments (any such tranchecommitments, the “Incremental New Term LoansCommitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an aggregate amount not in excess of U.S.$225.0 million in any amount by which the aggregate Commitments have previously been reduced or cancelled (the “Maximum Incremental Amount”) or a lesser amount in integral multiples of U.S.$25.0 million$5,000,000. Such notice shall specify (x) the date (an “Increased Amount Date”) on which the Company Initial Borrower proposes that the New Commitments and, shall be made available and (y) in the case of Incremental New Term LoansCommitments, the date for borrowing, as applicable, the new Term Loans shall be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent. The Company or the Initial Borrower shall notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each Lender Revolving Facility Lender, or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an a “Incremental New Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender, as applicable) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental New Term Commitments, such new term loans in respect thereof (“New Term Loans, ”) shall be made on such Increased Amount Date; provided that (1i) the conditions set forth in paragraphs no Default or Event of (b) and (c) of Section 4.02 Default shall be satisfied or waived by the Required Lenders exist on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Company and its Subsidiaries; (iv) such increase in the Revolving Facility Commitments and/or such establishment of the Incremental New Term Loans Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e2.09(e); and (3v) the Borrowers applicable Borrower(s) shall make any payments required pursuant to Section 2.16 2.18 in connection with the provisions of the New Commitments; provided that, with respect to and (vi) if the interest rate of any Incremental New Term Loans incurred for or New Revolving Facility Commitments exceeds the primary purpose Applicable Margin by more than 50 basis points (the amount of financing a Limited Conditionality Acquisition (such excess over 50 basis points being referred to herein as the relevant “Acquisition-Related Incremental Term LoansYield Differential”), clause (1) of this sentence then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall automatically be deemed to have been satisfied so long as (A) as increased by the Yield Differential, effective upon the making of the date of execution New Term Loan or the providing of the related Limited Conditionality Acquisition Agreement by New Revolving Facility Commitment, as the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)may be.

New Commitments. At (a) The Company may at any time, provided that no Default is continuing, request that the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Total Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), be increased by an amount not in excess of U.S.$225.0 million in the aggregate or up to US$400,000,000 (a lesser amount in integral multiples of U.S.$25.0 million. Such notice shall specify the date (an “Increased Amount DateFacility Increase”) on which the Company proposes provided that the New Total Commitments andshall not at any time exceed US$1,450,000,000. (b) The Company (i) shall offer to the Lenders at that time and (ii) may offer to such other banks and financial institutions or trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each a “Potential Increase Lender”) an opportunity to participate in such Facility Increase on (in the case of Incremental Term Loansthe Lenders at such time only) a pro rata basis. Accordingly, the date for borrowingCompany shall send a notice to the Agent and to each Potential Increase Lender (an “Upsize Notice”) requesting a Facility Increase. The Agent shall, as applicablesoon as reasonably practicable following receipt of an Upsize Notice, notify each of the Lenders of the Company’s request, of the amount of the proposed Facility Increase and of each Lender’s potential pro rata share of that Facility Increase. No more than two Upsize Notices may be made available. The Company sent and no more than two Facility Increases may be effected prior to the Termination Date provided that the Total Commitments shall not at any time exceed US$1,450,000,000. (c) Within 5 Business Days of receipt of the notification from the Agent of the proposed Facility Increase referred to in paragraph (b) above, the existing Lenders at that time shall notify the Administrative Agent whether they are, in writing principle (but subject to, among other things, receipt of the identity package of each Lender or other financial institution reasonably acceptable information referred to the Administrative Agent in paragraph (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lenderd) below and to whom the New Commitments have been (in accordance with the prior sentencecredit approval) allocated and the amounts prepared to lend more than their pro rata share of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, Facility Increase in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that circumstances where (1i) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered of the other existing Lenders at that time either decides not to Administrative Agent by each New Lenderparticipate in, as applicableor is unable to provide the full amount of its pro rata share of, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and such proposed Facility Increase or (3ii) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions arrangement fee proposed by one of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement existing Lenders is higher than that proposed by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, others. (Bd) as Within 15 Business Days of the date of the borrowing Upsize Notice, the Company undertakes to deliver to the Lenders and to each Potential Increase Lender a package of such Acquisition-Related Incremental Term Loans, no Event information relating to the current and future performance of Default under Section 7.01(a), the Group and the proposed purpose for which the Facility Increase is to be used. (b), (he) or The Company hereby irrevocably and unconditionally undertakes to (i) is ensure that each Lender and each Potential Increase Lender receives the same information from the Company (including, without limitation, in existence immediately before or after giving effect (including on a Pro Forma Basis) relation to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) profit forecasts following the representations and warranties set forth in Article III shall be true and correct in all material respects as Utilisation of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except Facility); and (ii) (to the extent that any Lender or Potential Increase Lender receives any information which is not otherwise contained in the original information pack) provide any such representations or warranties are expressly limited further information to an earlier dateeach Lender at the same time as such further information is provided to the other Lender or, in which as the case such representations and warranties may be, Potential Increase Lender. (f) For the avoidance of doubt, no Lender shall be true and correct in all material respects as under any obligation to commit to such Facility Increase. If, at the end of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of 30th Business Day following the date of the borrowing Upsize Notice, credit approved and unconditional (save for the execution of an Increase Confirmation) offers to provide some or all of the requested Facility Increase have not been received by the Company from the existing Lenders (the shortfall between the requested amount and the aggregate offered amounts being the “Shortfall”), the Company, without any further consent requirement from the Lenders, shall be entitled to agree with any Potential Increase Lender for them to provide that part of the Facility Increase represented by the Shortfall. (g) Each Lender or Potential Increase Lender which agrees to participate in a Facility Increase shall notify the Company and the Agent by executing an Increase Confirmation and each such Lender, whether an existing Lender or a Potential Increase Lender, shall be a “Facility Increase Lender”. (h) Save for any arrangement fee payable in relation to a Facility Increase, the terms of any Facility Increase shall be the same as those applicable to the existing Facility (including, without limitation, as to Margin). To the extent that arrangement fees offered by Potential Increase Lenders or by any of the existing Lenders are less than those proposed by any existing Lenders who have agreed to participate in the Facility Increase, the Company shall provide to such existing Lenders details of the level of arrangement fees proposed. Those existing Lenders shall have a period of 3 Business Days from the date of receipt of such Acquisition-Related Incremental Term Loansdetails to confirm to the Company whether or not they are prepared to participate in the Facility Increase at the proposed level of arrangement fee. If they are not so prepared (or do not respond within the required period) then the Company, customary “Sungard” representations and warranties (without any further consent from the Lenders, shall be entitled to agree with such representations Potential Increase Lenders or, as the case may be, such Existing Lenders for them to provide the Facility Increase. (i) A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.3. Each of the Finance Parties hereby acknowledges and warranties agrees that, notwithstanding anything to the contrary in the Finance Documents, each Facility Increase Lender shall share in the benefit of all guarantees and indemnities given in respect of the Facility prior to such Facility Increase. (j) If the Company has received matching offers from the existing Lenders and from any Potential Increase Lenders (taking into account the provisions of paragraph (g) above), the Company hereby confirms that the Facility Increase will be reasonably determined provided by the existing Lenders providing such Acquisition-Related Incremental Term Loans) who have agreed to participate in the Facility Increase (though, for the avoidance of doubt, any Shortfall may be provided by Potential Increase Lenders). To the extent that some or all of the existing Lenders have agreed to participate in the Facility Increase and the amount of the Facility Increase being offered to the Company is greater than the amount originally requested, the Company and the existing Lenders hereby agree that the commitments of the existing Lenders in the Facility Increase shall be true and correct in all material respects immediately before and after giving effect reduced pro rata to the incurrence Commitments as at the date of such Acquisition-Related Incremental Term Loansthe Upsize Notice. (k) If the Agent receives an Increase Confirmation duly completed and signed by a Facility Increase Lender, except to the extent any such representations or warranties are expressly limited to an earlier date, Agent shall (by countersigning the Increase Confirmation) confirm that the Increase Confirmation has become effective in which case such representations accordance with its terms and warranties the Total Commitments shall be true and correct increased by the amount specified in all material respects as such Increase Confirmation. (l) Each Lender irrevocably authorises the Agent on its behalf to enter into, without the need for any further authorisation from it, any Increase Confirmation to effect any increase of such specified earlier date the Total Commitments in accordance with this Clause 2.3. (provided that no materiality qualifier set forth in this subclause (Dm) The Agent shall be applicable to promptly notify each other Party of any representations and warranties that already are qualified or modified by materiality increase in the text thereof)Total Commitments and the effective date for such increase.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans the Term Loan Commitments (any such trancheincrease, the “Incremental New Term LoansCommitments” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 U.S.$150.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental New Term LoansCommitments, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an a “Incremental New Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental New Term Commitments, such new Term Loans in respect hereof (“New Term Loans, ”) shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs of (ba) and (cb) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

New Commitments. At any time(a) The Borrower may, the Company may by written notice to the Administrative Agent Agent, elect to request at any time prior to the Maturity Date, an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount (i) not in excess of U.S.$225.0 million $100,000,000 in the aggregate and (ii) that is an integral multiple of $5,000,000 and not less than $10,000,000 (or a such lesser amount in integral multiples of U.S.$25.0 millionwhich shall be approved by the Administrative Agent). Such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Company Borrower proposes that the New Commitments andshall be effective, in the case of Incremental Term Loans, which shall be a date not less than ten (10) Business Days nor more than 60 days after the date for borrowing, as applicable, be made available. The Company shall notify on which such notice is delivered to the Administrative Agent in writing of and (B) the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent Person (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the Borrower proposes any portion of such New Commitments have been (in accordance with the prior sentence) be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentCommitment and, if such Person shall not already be a Lender hereunder, such Person shall be approved by the Borrower, the Administrative Agent and the Issuing Bank (such approval not to be unreasonably withheld). Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that Date so long as (1) the conditions set forth in paragraphs no Default or Event of (b) and (c) of Section 4.02 Default shall be satisfied or waived by the Required Lenders exist on such Increased Amount Date before or after giving effect to such New Commitments and Loansthe use of the proceeds therefrom; (2) such increase each of the conditions set forth in the Revolving Facility Commitments and/or the Incremental Term Loans Section 4.02 shall be evidenced satisfied on such Increased Amount Date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower; (3) the New Commitments shall be effected pursuant to one or more joinder agreements Assignment and Assumption and an amendment to this Agreement executed and delivered to by the Borrower and the Administrative Agent by each New Lender, as applicable, and each shall be recorded in the registerAgent, each of which shall be reasonably satisfactory to recorded in the Administrative Agent Register and shall be subject to the requirements set forth in Section 2.17(e2.16(e) and (f); and (34) the Borrowers Borrower shall make any payments required pursuant to Section 2.16 2.15 in connection with the provisions New Commitments; and (5) the Borrower shall deliver or cause to be delivered any legal opinions, board resolutions authorizing the incurrence of such additional Indebtedness (to the extent not previously authorized), or other closing certificates and documents reasonably requested by the Administrative Agent in connection with any such transaction (including confirmation that the obligations of the Loan Parties with respect to such New Commitments (and any Loans or extensions of credit thereunder) are secured by the Collateral and the priority of the Administrative Agent’s Lien in such Collateral has not been affected by the New Commitments. (b) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Commitments; provided Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such Increased Amount Date as shall be necessary in order that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to all such borrowing assignments and to any concurrent transactions purchases, such Loans will be held by existing Lenders and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth New Lenders ratably in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (accordance with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and their Commitments after giving effect to the incurrence addition of such Acquisition-Related Incremental Term Loans, except New Commitments to the extent any such representations or warranties are expressly limited to an earlier dateCommitments, in which case such representations and warranties (ii) each New Commitment shall be true deemed for all purposes to be a Commitment and correct in all material respects as of each Loan made thereunder following such specified earlier date assignment (provided that no materiality qualifier set forth in this subclause (Da “New Loan”) shall be applicable deemed for all purposes to be a Loan and (iii) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto. (c) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the New Commitments and the New Lenders, and (ii) in the case of each notice to any representations Lender, the respective interests in such Lender’s Loans, in each case subject to the assignments contemplated by this Section. (d) The terms and warranties that already are qualified provisions of the New Loans shall be identical to the Loans. Notwithstanding the requirements of Section 9.02, the Administrative Agent and the Borrower may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or modified by materiality appropriate, in the text thereof)opinion of the Administrative Agent, to give effect to the provision of this Section 2.19.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 millionmillion (it being understood and agreed that, notwithstanding the foregoing U.S.$225.0 million limitation, the tranche of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an amount of up to U.S.$450.0 million and without regard to the foregoing integral multiple requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation and will not reduce availability for any other New Commitments on a dollar-for-dollar basis). Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be satisfied in connection with the funding thereof shall be the conditions set forth in Section 4.03.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 U.S.$200.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs of (ba) and (cb) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as 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 (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, 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 (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).