Common use of New Commitments Clause in Contracts

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after following the completion of the primary syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the date which is 12 months prior to (i) in the case of Revolving LC Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new Revolving the Total LC Facility Commitments Deposit (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New CommitmentsLC Facility Deposits”) ), in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the proceeds aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which may increase shall also be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementapplicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (the an “Increased Amount Date”) on which the Company Borrower proposes that the such New Term Commitments take effectLC Facility Deposits be made, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to(B) if applicable, specify any increase in the case of New Revolving LC Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateLC Fees. The Company Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution reasonably acceptable to the Administrative Agent to whom (each such new Revolving LC Facility Commitments (eachLender or financial institution, a “New Revolving LC Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with to whom the New Revolving LC Facility Lenders, the “New Lenders”) Deposits have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion . Such New LC Facility Deposits shall become effective as of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsLC Facility Deposits, (42) the Administrative Agent does not object to any New LC Facility Lender and (3) such New Commitments increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New LenderLC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, as applicable, on terms (other than pricing) and documentation reasonably satisfactory in each case in a form acceptable to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, Agent and each shall be recorded in the Registerregister, each of which shall be subject to the requirements set forth in Section 2.17(e2.16(d), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$200.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2a) all such New Term Loans and (b) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders (i) an increase to provide new the existing Commitments (any such increase, a “Revolving Facility Commitments 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 New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) in ), by an aggregate principal amount for all such New not in excess of any amount by which the Commitments not to exceed have previously been reduced or cancelled (the Dollar Equivalent “Maximum Incremental Amount”) or a lesser amount in integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify (x) the date (the an “Increased Amount Date”) on which the Company Initial Borrower proposes that the such New Commitments shall be made available and (y) in the case of New Term Commitments take effectCommitments, the date the new Term Loans shall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateAgent. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”, as applicable) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Loans Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsCommitments and Loans; (ii) 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; (4iii) 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 Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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(e2.09(e), ; (5v) the aggregate principal amount applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of all the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall not exceed automatically be increased by the Dollar Equivalent of $250.0 millionYield Differential, (6) all reasonable and documented fees and expenses owing to effective upon the Administrative Agent and the New Lenders in respect making of the New Commitments shall be paid on Term Loan or the Increased Amount Date and (7) immediately after giving effect to the incurrence providing of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchaseCommitment, construct or improve capital assets to be used in as the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementcase may be.

New Commitments. At any time after and from time to time following the completion of the primary syndication of the Facilities (as reasonably determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility LoansAdministrative Agent), the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company U.S. Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments additional term loan commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New Term Commitments”) )” by an amount not in an aggregate principal amount for all such New Commitments not to exceed excess of, together with any Indebtedness outstanding under Section 6.01(v), the Dollar Equivalent of $500.0 250.0 million in the aggregate or a lesser amount in integral multiples of the Dollar Equivalent of $10.0 million but not less than the Dollar Equivalent of $150.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall (A) specify the date (the an “Increased Amount Date”) on which the Company U.S. Borrower proposes that the such New Term Commitments take effectbe made available for borrowing, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, and prior (B) offer each Term Lender the right to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of provide New Term Loans, the Term Loan Maturity DateCommitments 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with ”) to whom the New Revolving Facility Lenders, the “New Lenders”) Term Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. New Revolving Facility Commitments shall take effect and Loans made pursuant to such New Term Loans Commitments (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New Term Commitments and Loans; (2) 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 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 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 (each, a “New Commitment Joinder Agreement”as defined below) executed and delivered to the Administrative Agent by each New Term Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-23 Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments made after the Amendment No. 4 Effective Date not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-23 Loan Maturity Date. 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 (and, in the case of any New Revolving Facility Lender (as defined below), reasonably acceptable to the Issuing Bank and Swingline Lender) to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment and any Lender that fails to respond to any such request shall be deemed to have declined to provide such New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-23 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C-23 Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 millionmillion[reserved], (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion (a) The New Lender shall have a New Revolving Commitment in the amount of $100,000,000. On the Amendment Effective Date, and so long as the conditions set forth in Section 5.2 are satisfied, (a) the New Lender shall purchase from each of the primary syndication (Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such date as determined 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 Lead Arrangers) and prior New Lender ratably in accordance with their Revolving Commitments after giving effect to the date which is 12 months prior addition of such New Revolving Commitments to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and Commitments, (iib) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, Commitment of the “New Commitments”) in an aggregate principal amount Lender shall be deemed for all purposes a Revolving Commitment and each Loan made under such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which Revolving Commitment shall be deemed, for all purposes, a date not less than 10 Business Days Revolving Loan, and (c) 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 on which such notice is delivered hereof, the New Lender shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement shall be deemed to include the New Lender. The New Lender appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to authorizes the Administrative Agent to whom take such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with action on its behalf and to exercise such powers under the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated Credit Agreement and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, other Loan Documents as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered 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 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 delivered by it pursuant to the terms (other than pricing) and documentation reasonably satisfactory of the Credit Agreement has been delivered to the Administrative Agent; and (b) agrees that (i) it will, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, independently and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the New Lenders time, continue to make its own credit decisions in respect taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the New Commitments shall be paid on obligations which by the Increased Amount Date and (7) immediately after giving effect to the incurrence terms of the New Commitments (which shall be deemed Loan Documents are required to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on performed by it as a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementLender.

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Lead Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new Revolving Facility the existing Commitments (any such increase, whether or not implemented through a separate tranche, a “Incremental Facility” and commitments thereunder, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder ), by an amount not in excess of $150,000,000 in the aggregate (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New CommitmentsMaximum Incremental Amount”) or a lesser amount in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify the date (the an “Increased Amount Date”) on which the Company Lead Borrower proposes that the such New Term Revolving Facility Commitments take effectshall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to (or such shorter period as reasonably approved by the date which is 12 months prior to, in the case of Administrative Agent). The New Revolving Facility Commitments, the Commitments shall be provided by Revolving Facility Maturity Date andLenders, in the case of New Term Loans, the Term Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a New Revolving Facility Commitment. Such New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the become effective as of such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsRevolving Facility Commitments and Loans; (ii) 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 New Revolving Facility Commitments if drawn shall count against the Borrowing Base; (iv) any Incremental Facility will mature no earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the then maturity of the Revolving Facility, (4v) any Incremental Facility shall be on terms and pursuant to documentation applicable to and consistent with the Revolving Facility, (vi) no Incremental Facility shall be secured by any of the Collateral other than on a basis pari passu with or junior to the Revolving Facility, (vii) the guarantors under any Incremental Facility shall be limited to the Guarantors under the Revolving Facility and (viii) such New increase in the Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Revolving Facility Lender; provided that, as applicable, on to the extent such terms (other than pricing) and documentation are not consistent with the Revolving Facility (except to the extent permitted by the proviso below), such other terms shall be reasonably satisfactory to the Administrative Agent; provided, including further, that in the designated maturity date (andevent that the interest rate margins for any Incremental Facility are more than 0.50% per annum greater than the applicable interest rate margin under the Revolving Facility, if applicable, amortization schedule) for the New Term Loans, and each applicable interest rate margin under the Revolving Facility shall be recorded in the Register, each of which shall be subject increased to the requirements set forth in Section 2.17(e), (5) extent necessary so that the aggregate principal amount of all New interest rate margins under the Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing are equal to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding interest rate margins for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Incremental Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementminus 0.50% per annum.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in The Borrower shall have the case of Revolving Facility Loans, the Revolving Facility Maturity Date and right to request (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” andAgent), together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for at any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days time after the date on Effective Date, that one or more Lenders (and/or one or more other Persons which such notice is delivered to the Administrative Agent are Eligible Assignees and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans will become Lenders (each, a “New Term Loan Lender” ”)) add one or more new term loan facilities to the Term Loan Facility (each, a “New Term Loan Facility”), New Commitments to the Borrower in respect thereof and, together subject to the terms and conditions contained in this Agreement and in the respective commitment agreement with the such New Revolving Facility LendersTerm Loan Lender, the make Term Loans (“New LendersTerm Loans”) have been pursuant thereto; it being understood and agreed, however, that (in accordance with the prior sentencei) allocated and the amounts of such allocations; provided that any no Lender requested shall be obligated to provide all or a portion New Commitment as a result of any such New Commitments may elect or declinerequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion, discretion to provide a New Commitment. , such Lender shall not be obligated to fund any New Revolving Facility Term Loans; (ii) any Lender (including any New Term Loan Lender) may so provide a New Commitment without the consent of any other Lender; (iii) the amount of each Class of New Commitments shall take be in a minimum aggregate amount for all Lenders which provide a New Commitment under such Class of New Term Loans of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (iv) the aggregate amount of all New Commitments provided pursuant to this Section 2.05(e) and the aggregate principal amount of all New Term Loans to be made pursuant thereto shall not exceed the Maximum Incremental Amount at such time; (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each New Term Loan Lender in respect of each New Commitment shall be separately agreed to by the Borrower and each such New Term Loan Lender; (vi) each Class of New Term Loans shall (A) have a Maturity Date of no earlier than the Maturity Date of any Class of Term Loans then existing, (B) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of Term Loans then existing and (C) be subject to the Applicable Margins as are set forth in the commitment agreement governing such Class of New Term Loans; (vii) the proceeds of all New Term Loans shall be made on used only for the Increased Amount Datepurposes permitted by Section 2.17; (viii) each New Term Loan commitment agreement shall specifically designate the Class or Classes of the New Commitments being provided that thereunder (1which Class shall be a new Class (i.e., not the same as any other then existing Class of Term Loans)); (ix) all New Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement; (x) each Lender (including any New Term Loan Lender) agreeing to provide a New Commitment shall, subject to satisfaction of the relevant conditions set forth in this Agreement and in the commitment agreement between such Lender and the Borrower, make New Term Loans as specified in such New Commitments may be made in Dollars or Euros only, (2) all Term Loan commitment agreement and such New Term Loans shall thereafter be added todeemed to be New Term Loans under such Class for all purposes of this Agreement; (xi) except as otherwise set forth in this Section 2.05(e) or otherwise as shall be reasonably satisfactory to the Agent (acting at the written direction of Required Lenders), such New Term Loan Facility shall have the same terms as the Initial Term Loan Facility; (xii) each New Term Loan Facility shall share ratably in any prepayments of Term Loans (unless such New Term Loan Facility agrees to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments); (xiii) no Default or Event of Default then exists or would result therefrom; (xiv) all of the representations and thereafter constitutewarranties contained herein are true and correct in all material respects at such time (it being understood that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such earlier date); and (xv) the Borrower agrees to terminate in full any unutilized Initial Commitments, if any, prior to obtaining any New Commitments. No New Commitment shall be effective until the Agent shall have received a certificate from the Chief Financial Officer or Treasurer of the Borrower certifying that the conditions set forth in this Section 2.05(e) have been satisfied. (ii) New Commitments shall become Commitments under this Agreement pursuant to an Incremental Amendment executed by the Borrower, each New Term Loan Lender providing such New Commitment and the Agent. The Incremental Amendment may, without the consent of any other Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Agent (acting at the written direction of Required Lenders) and the Borrower, to effect the provisions of this Section 2.05(e). To the extent reasonably requested by the Agent (acting at the written direction of Required Lenders), the then outstanding Original Dollar Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or solvency certificates consistent with those delivered on the Effective Date under Section 3.01 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Required Lenders). (iii) Notwithstanding anything to the contrary contained above in this Section 2.05, the New Commitments provided by a New Term Loans Loan Lender or Original Euro New Term LoansLoan Lenders, as the case may be, for all purposes hereundershall constitute a new Class, although which shall be separate and distinct from the Company existing Classes pursuant to this Agreement (with a designation which may elect to designate New Term Loans as Additional Dollar Term Loans be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or Additional Euro Term Loansa combination thereof (i.e., as the case may be▇-▇, hereunder by written notice ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, C-1, C-2, C-3, etc.)). (iv) Notwithstanding anything to the Administrative Agent contrary set forth in this Section 2.05(e), the Borrower hereby agrees to offer the extent that the Applicable Margin or repayment schedule existing Lenders a right of first refusal for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, a period of at least three (3) no Default or Event of Default shall exist Business Days to provide any New Commitments on the Increased Amount Date before or after giving effect same terms and conditions offered to any potential New Term Loan Lenders; provided that no Lender shall be obligated to provide such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitment.

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders (i) an increase to provide new the existing Commitments (any such increase, a “Revolving Facility Commitments 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 New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) in ), by an aggregate principal amount for all such New not in excess of any amount by which the Commitments not to exceed have previously been reduced or cancelled (the Dollar Equivalent “Maximum Incremental Amount”) or a lesser amount in integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify (x) the date (the an “Increased Amount Date”) on which the Company Initial Borrower proposes that the such New Commitments shall be made available and (y) in the case of New Term Commitments take effectCommitments, the date the new Term Loans shall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateAgent. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”, as applicable) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Loans Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsCommitments and Loans; (ii) 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; (4iii) 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 Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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(e2.09(e), ; (5v) the aggregate principal amount applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of all the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall not exceed automatically be increased by the Dollar Equivalent of $250.0 millionYield Differential, (6) all reasonable and documented fees and expenses owing to effective upon the Administrative Agent and the New Lenders in respect making of the New Commitments shall be paid on Term Loan or the Increased Amount Date and (7) immediately after giving effect to the incurrence providing of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchaseCommitment, construct or improve capital assets to be used in as the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementcase may be.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New an increase to the existing Revolving Lenders to provide new Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent excess of $500.0 million, 100,000,000 in the proceeds aggregate or a lesser amount in integral multiples of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)$25,000,000. Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New , an “Incremental Term Loans (eachLender” 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, together with 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 Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. The New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount DateDate or such other date agreed to by the applicable New Lenders; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros onlyparagraphs of (a), (2b) all such New Term Loans and (c) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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), 2.17; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.

New Commitments. At any time (a) Subject to the terms and conditions set forth herein (i) each Continuing Lender agrees to continue all of its Existing Commitments as New Commitments on the date requested by the Borrower to be the Sixth Amendment Effective Date in a principal amount equal to such Continuing Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto, (ii) each Additional Lender agrees to provide New Commitments on and after completion such date to the Borrower in a principal amount equal to such Additional Lender’s New Commitment, as set forth under the heading “Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii) each New Lender agrees to the terms of this Agreement and the Fourth Amended and Restated Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Fourth Amended and Restated Credit Agreement and a New Lender as of the primary syndication Sixth Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Sixth Amendment Effective Date, a Lender Addendum in its capacity as a New Lender. For the avoidance of doubt, (as determined x) the Existing Commitments of a Continuing Lender must be continued in whole and may not be continued in part unless approved by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date Arrangers and (iiy) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may each Additional Lender must be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. 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 and each Issuing Bank (it being understood and agreed that each such Person’s execution of a signature page hereto shall be deemed to whom such new Revolving Facility constitute approval of each Additional Lender that is a party hereto). (c) The New Commitments (each, a of each New Lender will be available to the Borrower on the Sixth Amendment Effective Date. The “New Revolving Facility Commitment” of (i) any Continuing Lender will be the amount of its Existing Commitment as set forth in the Register as of the Sixth Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Sixth Amendment Effective Date), which shall be continued as an equal amount of New Commitments and (ii) of any Additional Lender will be such amount (not exceeding any commitment offered by such Additional Lender”) and/or allocated to it by the Lead Arrangers and notified to it on or prior to the Sixth Amendment Effective Date. The Commitments for New Term Loans (each, a “New Term Lender” and, together with of the New Revolving Facility LendersLenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire its New Loans. (d) The obligation of each New Lender to make, provide or acquire by continuation New Commitments on the Sixth Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Agreement. (e) On and after the Sixth Amendment Effective Date, each reference in the Fourth Amended and Restated Credit Agreement to (i) “Commitments” shall be deemed a reference to the New Commitments contemplated hereby and (ii) “Loans” shall be deemed a reference to the New Loans contemplated hereby, except in each case as the context may otherwise require. Notwithstanding the foregoing, except as set forth in Section 5(h) of this Agreement, the “provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Lender in respect of such Lender’s Existing Commitments and Existing Loans. (f) On the Sixth Amendment Effective Date, all Existing Loans shall be deemed repaid and reborrowed as New Lenders”) have been (Loans in accordance with Section 2.05(c) of the prior sentenceFourth Amended and Restated Credit Agreement. (g) allocated and For the amounts avoidance of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitutedoubt, the then outstanding Original Dollar Term Loans or Original Euro Term LoansLenders hereby acknowledge and agree that, as at the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event sole option of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including any Lender with Existing Commitments that all or any portion of which are not continued as Continued Commitments as contemplated hereby (“Non-Continued Commitments”) shall, automatically upon receipt of the designated maturity date (amount necessary to purchase, at par, the portion of such Lender’s Existing Commitments constituting Non-Continued Commitments and any related outstanding Loans in connection therewith and pay all accrued interest and fees thereon, be deemed to have assigned such Non-Continued Commitments and related outstanding Loans pursuant to a form of Assignment and Assumption and, if applicableaccordingly, amortization schedule) for no other action by the New Term LoansLenders, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent or the Loan Parties shall be required in connection therewith. (h) Each Lender party hereto and the New Lenders in Borrower agree that with respect to any payment or deemed payment of Existing Loans on the Sixth Amendment Effective Date, any amounts payable pursuant to Section 2.16 of the New Commitments shall be paid on the Increased Amount Date Fourth Amended and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on Restated Credit Agreement as a Pro Forma Basis or (y) the proceeds result of such New Term Loans payment or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementdeemed payment are hereby waived by each Continuing Lender.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New and/or the Term Lenders to provide Loan Commitments to make incremental Term Loans hereunder (any such increase, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$150.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term LoansCommitments, the Term Loan Maturity Datedate 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Commitments, such new Term Loans in respect hereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2a) all such New Term Loans and (b) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice noticeNew Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent Agentin the New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro EuroTerm C Loans, or such later-maturing Class of Term Loans, as the case may be, theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At (a) The Company may at any time, provided that no Default is continuing, request that the Total Commitments be increased by an amount of up to US$400,000,000 (a “Facility Increase”) provided that the Total Commitments shall not at any time after completion 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 the primary syndication Lenders at such time only) a pro rata basis. Accordingly, the Company shall send a notice to the Agent and to each Potential Increase Lender (an “Upsize Notice”) requesting a Facility Increase. The Agent shall, as determined by soon as reasonably practicable following receipt of an Upsize Notice, notify each of the Lead Arrangers) 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 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 Agent whether they are, in principle (but subject to, among other things, receipt of the package of information referred to in paragraph (d) below and to credit approval) prepared to lend more than their pro rata share of such Facility Increase in circumstances where (i) one or more of the other existing Lenders at that time either decides not to participate in, or is unable to provide the full amount of its pro rata share of, such proposed Facility Increase or (ii) the arrangement fee proposed by one of the existing Lenders is higher than that proposed by the others. (d) Within 15 Business Days of the date of the Upsize Notice, the Company undertakes to deliver to the Lenders and to each Potential Increase Lender a package of information relating to the current and future performance of the Group and the proposed purpose for which the Facility Increase is 12 months prior to be used. (e) The Company hereby irrevocably and unconditionally undertakes to (i) ensure that each Lender and each Potential Increase Lender receives the same information from the Company (including, without limitation, in relation to profit forecasts following the case Utilisation of Revolving Facility Loans, the Revolving Facility Maturity Date Facility); and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice (to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided extent that any Lender requested or Potential Increase Lender receives any information which is not otherwise contained in the original information pack) provide any such further information to provide all or a portion of each Lender at the same time as such New Commitments may elect or decline, in its sole discretion, further information is provided to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loansother Lender or, as the case may be, Potential Increase Lender. (f) For the avoidance of doubt, no Lender shall be under any obligation to commit to such Facility Increase. If, at the end of the 30th Business Day following the date of the Upsize Notice, credit approved and unconditional (save for the execution of an Increase Confirmation) offers to provide some or all purposes hereunder, although of the requested Facility Increase have not been received by the Company may elect 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 designate New Term Loans 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 Additional Dollar Term Loans those applicable to the existing Facility (including, without limitation, as to Margin). To the extent that arrangement fees offered by Potential Increase Lenders or Additional Euro Term Loansby 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 details 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, without any further consent from the Lenders, shall be entitled to agree with such Potential Increase Lenders or, as the case may be, hereunder by written notice 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 agrees that, notwithstanding anything to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded contrary in the RegisterFinance Documents, each of which Facility Increase Lender shall be subject to share in the requirements set forth in Section 2.17(e), (5) the aggregate principal amount benefit of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable guarantees and documented fees and expenses owing to the Administrative Agent and the New Lenders indemnities given in respect of the New 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 provided by the existing Lenders 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 reduced pro rata to the Commitments as at the date of the Upsize Notice. (k) If the Agent receives an Increase Confirmation duly completed and signed by a Facility Increase Lender, the Agent shall (by countersigning the Increase Confirmation) confirm that the Increase Confirmation has become effective in accordance with its terms and the Total Commitments shall be paid increased by the amount specified in such Increase Confirmation. (l) Each Lender irrevocably authorises the Agent on its behalf to enter into, without the Increased Amount Date and (7) immediately after giving need for any further authorisation from it, any Increase Confirmation to effect to the incurrence any increase of the New Total Commitments in accordance with this Clause 2.3. (which m) The Agent shall be deemed to be outstanding for the purposes promptly notify each other Party of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used any increase in the business of Holdings Total Commitments and its Subsidiaries or to finance acquisitions permitted under this Agreementthe effective date for such increase.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Tranche 2 Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term C-2 Loan Maturity Date, the Company may by written notice to the Administrative Agent (a “New Commitment Election Notice”) elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and and/or New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice New Commitment Election Notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Tranche 2 Revolving Facility Maturity Date and, in the case of New Term Loans, the Term C-2 Loan Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Term Loans shall be made on the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) (x) subject to clause (y) below, all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, and shall constitute (and be deemed of the same Class with) Term C-2 Loans or any later-maturing Class of Term Loans then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, although (y) the Company may elect instead to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to in the Administrative Agent New Commitment Election Notice to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans C-2 Loans, or Original Euro such later-maturing Class of Term Loans, as the case may be, or any theretofore incurred and then outstanding, and such Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred shall be deemed a new Class of Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be and (z) all such New Revolving Facility Commitments shall constitute (and be deemed of the same Class with) Tranche 2 Revolving Commitments or any later-maturing Class of Extended Maturity Commitments then outstanding, as designated in the New Commitment Election Notice, for all purposes hereunder, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, (4) such New Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangersa) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility LoansThe Borrower may, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent Agent, elect to request New Revolving Lenders at any time prior to provide new Revolving Facility the Maturity Date, an increase to the existing Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New Commitments”), by an amount (i) not in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent excess of $500.0 million, 100,000,000 in the proceeds aggregate and (ii) that is an integral multiple of $5,000,000 and not less than $10,000,000 (or such lesser amount which may shall be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementapproved by the Administrative Agent). Such notice shall specify (A) the date (the each, an “Increased Amount Date”) on which the Company Borrower proposes that the such New Term Commitments take effectshall be effective, which shall be a date not less than 10 ten (10) Business Days nor more than 60 days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of (B) the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments Person (each, a “New Revolving Facility Lender”) and/or to whom the Borrower proposes any portion of such New Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) be allocated and the amounts of such allocations; provided that any existing Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments Commitment and, if such Person shall take effect and New Term Loans not already be a Lender hereunder, such Person shall be made on approved by the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros onlyBorrower, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent and the Issuing Bank (such approval not to the extent that the Applicable Margin or repayment schedule for be unreasonably withheld). Such New Commitments shall become effective as of such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, Increased Amount Date so long as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (31) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New Commitments, Commitments and the use of the proceeds therefrom; (42) each of the conditions set forth in Section 4.02 shall be 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 evidenced by effected pursuant to one or more joinder agreements (each, a “New Commitment Joinder Agreement”) Assignment and Assumption and an amendment to this Agreement executed and delivered to by the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) Borrower and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each of which shall be recorded in the Register, each of which Register and shall be subject to the requirements set forth in Section 2.17(e2.16(e) and (f), ; (4) the Borrower shall make any payments required pursuant to Section 2.15 in connection with the New Commitments; and (5) the aggregate 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 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, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of all such New Revolving Facility Commitments shall not exceed to the Dollar Equivalent of $250.0 millionCommitments, (6ii) each New Commitment shall be deemed for all reasonable purposes to be a Commitment and documented fees each Loan made thereunder following such assignment (a “New Loan”) shall be deemed for all purposes to be a Loan and expenses owing (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 Lender, the respective interests in such Lender’s Loans, in each case subject to the assignments contemplated by this Section. (d) The terms and provisions of the New Loans shall be identical to the Loans. Notwithstanding the requirements of Section 9.02, the Administrative Agent and the New Lenders in respect Borrower may, without the consent of any of the New Commitments shall Lenders, effect such amendments to this Agreement and the other Loan Documents as may be paid on necessary or appropriate, in the Increased Amount Date and (7) immediately after giving opinion of the Administrative Agent, to give effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes provision of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementSection 2.19.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, 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 (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 aggregate principal 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 all such any other New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementon a dollar-for-dollar basis). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2b) all such New Term Loans and (c) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments 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 paid 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 Increased Amount Date 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 (7D) 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 New Commitments (extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be deemed 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 outstanding for the purposes of this clause (7)), Holdings shall (x) be satisfied in compliance connection with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments funding thereof shall be used to purchase, construct or improve capital assets to be used the conditions set forth in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementSection 4.03.

New Commitments. At (a) Without limiting the provisions of Section 7(b) below, each of the Corporation and Starwood REIT confirms to the Lenders that it has not heretofore obtained, and it has no further right to obtain, any New Tranche II Term Loan Commitments, New Revolving Loan Commitments or New Commitments, in each case, under, and as defined in, the Fourth Amendment. (b) The Lenders agree that, at any time after completion and from time to time on or prior to June 30, 2001, the Borrowers shall have the right to increase the Tranche II Term Loan Commitments (each such increase, a "New Tranche II Term Loan Commitment" or a "New Commitment") as more fully described below, by an aggregate amount of up to $500,000,000 by notice (a "New Commitment Notice") to the primary syndication Administrative Agents given at least 3 Business Days before the respective New Commitment Effective Date (as determined by the Lead Arrangersdefined below) and prior to upon the date which is 12 months prior to following terms and conditions: 10 (i) on each date upon which any New Tranche II Term Loan Commitment becomes effective in accordance with the case terms of Revolving Facility Loans, the Revolving Facility Maturity Date and respective Assumption Agreement described in clause (ii) below (each such date, a "New Commitment Effective Date"), no Specified Default and no Event of Default shall be in existence (and no Specified Default and no Event Default shall result therefrom); (ii) on or prior to each New Commitment Effective Date, each Lender (which may be an existing Lender or a new Lender) furnishing a New Commitment shall have executed and delivered to the Paying Agent an Assumption Agreement in the case form of Annex II attached to this Amendment with respect to the New Commitments of such Lender (each an "Assumption Agreement"), appropriately completed to the reasonable satisfaction of the Paying Agent (and with such modifications as may be approved by the Paying Agent); (iii) the consent of the Paying Agent (which consent shall not to be unreasonably withheld or delayed) shall be required to each Lender which furnishes one or more New Commitments and the assumption of such New Commitments shall otherwise be made in compliance with the relevant requirements expressed in Section 13.04(b) of the Credit Agreement with respect to assignments (including, without limitation that the respective entity assuming any New Commitments shall be an Eligible Transferee, compliance with the minimum amounts provided in Section 13.04(b) and the requirement that the Paying Agent receive the fees provided in said Section 13.04(b)); (iv) on each New Commitment Effective Date, additional Tranche II Term LoansLoans shall be extended pursuant to the New Commitments; (v) based on the information contained in the respective Assumption Agreement, and consistent with the requirements set forth above, on each New Commitment Effective Date Schedule I-A and Schedule II to the Credit Agreement shall be deemed amended accordingly; (vi) each Lender furnishing a New Tranche II Term Loan Maturity Commitment shall, on the respective New Commitment Effective Date, the Company may by written notice make Tranche II Term Loans to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” andCorporate Borrowers, together consistent with the New Revolving Facility Commitmentsmanner provided in Section 1.01 of the Credit Agreement, the “New Commitments”) in an aggregate principal amount equal to the New Tranche II Term Loan Commitment of such Lender (which New Tranche II Term Loan Commitment shall terminate immediately after giving effect to such funding); (vii) notwithstanding anything to the contrary contained in the Credit Agreement, each Borrowing of Tranche II Term Loans outstanding pursuant to the Credit Agreement at any time after the first date upon which any New Tranche II Term Loans are extended shall consist exclusively of either (x) Existing Tranche II Term Loans (with each Lender which holds any outstanding Existing Tranche II Term Loans to participate proportionately in each outstanding Borrowing of Existing Tranche II Term Loans) or (y) New Tranche II Term Loans (with each Lender which holds any outstanding New Tranche II Term Loans to participate proportionately in each outstanding Borrowing of New Tranche II Term Loans); provided that the New Tranche II Term Loans made by each Lender at any time after the first New Commitment Effective Date pursuant to which New Tranche II Term Loans are 11 extended shall (1) be allocated proportionately to each Borrowing of New Tranche II Term Loans then outstanding (based upon the relative aggregate principal amounts of each such Borrowing), (2) bear interest at the same rates as are applicable thereto and (3) to the extent the amount so added to any such Borrowing is in respect of a Borrowing of Eurodollar Loans with an Interest Period which began prior to, and ends after, the respective New Commitment Effective Date, the Borrowers and such Lender may agree, as between themselves, for all the payment of any amounts to the respective Lender to compensate it for extending the respective Tranche II Term Loans during an existing Interest Period; (viii) on or prior to each New Commitment Effective Date, but subject to the provisions of Section 1.06(j) of the Credit Agreement, the Corporate Borrowers shall execute and deliver to each Lender furnishing a New Tranche II Term Loan Commitment a Tranche II Term Note payable to the order of such Lender in the stated amount equal to such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes Tranche II Term Loan Commitment (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this appropriately completed); (ix) notwithstanding anything to the contrary contained in the Credit Agreement, the following provisions shall govern: (A) each Interim Tranche II Scheduled Repayment shall be applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans). Such notice shall specify the date ; (the “Increased Amount Date”B) on which each New Commitment Effective Date, the Company proposes that Final Tranche II Scheduled Repayment shall be increased by the aggregate amount of the New Tranche II Term Loan Commitments furnished on such New Term Commitments take effect, which shall be a date not less than 10 Business Days after Commitment Effective Date; (C) on the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Tranche II Maturity Date. 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New all then outstanding Tranche II Term Loans (eachincluding all then outstanding Existing Tranche II Term Loans and all New Tranche II Term Loans) shall be repaid in full; (D) in connection with any voluntary prepayment of Tranche II Term Loans by any Borrower under Section 4.01(v) of the Credit Agreement, a “such Borrower shall designate in the notice described in Section 4.01(i) of the Credit Agreement whether Existing Tranche II Term Loans and/or New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested to provide all or a portion of such New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments shall take effect and New Tranche II Term Loans shall be made on prepaid and, if applicable, the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New amount of Existing Tranche II Term Loans and/or New Tranche II Term Loans being so repaid, and the respective voluntary prepayment shall be added to, and thereafter constitute, applied to the then outstanding Original Dollar Existing Tranche II Term Loans and/or New Tranche II Term Loans in accordance with such designation (with each Lender holding Existing Tranche II Term Loans or Original Euro New Tranche II Term Loans, as the case may be, for all purposes hereunderto receive its share of such prepayment on a pro rata basis, although based upon the Company may elect to designate New Term Loans as Additional Dollar relative amounts of Existing Tranche II Term Loans or Additional Euro New Tranche II Term Loans, as the case may be, hereunder held by written notice the various Lenders); (1) each voluntary prepayment of New Tranche II Term Loans shall apply to reduce the then remaining Final Tranche II Scheduled Repayment, with the entire amount of such prepayment to be so applied only to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such of New Tranche II Term Loans will be different than that applicable to on a pro rata basis (based on the Original Dollar then outstanding amount of New Tranche II Term Loans) and (2) each voluntary prepayment of Existing Tranche II Term Loans or Original Euro Term Loansshall apply to reduce the 12 then remaining Tranche II Scheduled Repayments on a pro rata basis (based upon the then remaining amounts of such Tranche II Scheduled Repayments, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to all prior reductions thereto, but for purposes of such New Commitments, (4) such New Commitments shall be evidenced calculation reducing the Final Tranche II Scheduled Repayment by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed Tranche II Term Loans then outstanding), with the Dollar Equivalent entire amount of $250.0 million, (6) all reasonable and documented fees and expenses owing such prepayment to be applied only to the Administrative Agent repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans); (F) if on any date any amount to be applied pursuant to the provisions of Section 4.02(h) of the Credit Agreement is to be applied (x) to reduce any Interim Tranche II Scheduled Repayments, the amount to be so applied shall be applied only to the repayment of Existing Tranche II Term Loans on a pro rata basis (based upon the then outstanding amount of Existing Tranche II Term Loans) or (y) to reduce the Final Tranche II Scheduled Repayment, the amount to be so applied shall be applied as follows: (1) an amount equal to (x) the amount to be applied to reduce the Final Tranche II Scheduled Repayment at such time multiplied by (y) the Existing Tranche II Term Loan Percentage shall be applied to the repayment of the Existing Tranche II Term Loans on a pro rata basis (based on the then outstanding amount of Existing Tranche II Term Loans) and (2) the New Lenders in respect balance shall be applied to the payment of the New Commitments Tranche II Term Loans on a pro rata basis (based on the then outstanding amount of New Tranche II Term Loans); and (G) on the date of each repayment of outstanding Tranche II Term Loans (excluding any repayment in full of all then outstanding Tranche II Term Loans) the respective repayments of principal shall be paid allocated amongst the then outstanding Borrowings in a manner consistent with the foregoing requirements of this clause (ix). Notwithstanding anything to the contrary contained above or elsewhere in this Tenth Amendment, it is acknowledged and agreed that no Lender shall be required to provide any New Commitment, except to the extent agreed in writing by such Lender with the Borrowers (with each Lender being entitled in its sole discretion not to furnish any New Commitment). Without limiting the representations and warranties contained in the Credit Agreement (which are made on the Increased Amount Date date of the occurrence of each Credit Event), the Borrowers represent and (7) immediately after giving effect warrant that all extensions of credit pursuant to the incurrence of the New Commitments (or which would be in excess of the amount permitted pursuant to the Credit Agreement in the absence of the New Commitments), shall in each case be deemed permitted to be outstanding for the purposes of this incurred pursuant to clause (7a) or clause (i) of the second paragraph, or pursuant to the first paragraph, of Section 5.9 of the Senior Secured Bridge Note Agreement (so long as same is in effect) and that the Liens securing such extensions of credit are permitted in accordance with Section 5.12 of the Senior Secured Bridge Note Agreement (so long as same remains in effect)). (c) The Credit Agreement is hereby amended by adding, Holdings shall (x) be in compliance with immediately after the Incurrence Ratios on a Pro Forma Basis or (y) end of Section 1.18 thereof, the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.following new provision:

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$225.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate 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 to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2b) all such New Term Loans and (c) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, 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), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments 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 paid 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 Increased Amount Date 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 (7D) 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 New Commitments (extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be true and correct in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds all material respects as of such New Term Loans or loans under New Revolving Facility Commitments specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be used applicable to purchase, construct any representations and warranties that already are qualified or improve capital assets to be used modified by materiality in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementtext thereof).