Common use of New Commitments Clause in Contracts

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

New Commitments. At any time, (i) The Borrower shall have the Company may right to request (by written notice to the Administrative Agent elect to request an increase to Agent), at any time after the existing Revolving Facility Commitments (any such increaseEffective Date, the “New Revolving Facility Commitments”) and/or enter into that one or more tranches of term loans Lenders (any such tranche, the “Incremental Term Loans” and/or one or more other Persons which are Eligible Assignees 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 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 which will not count against such U.S.$225.0 million limitation and will not reduce availability for any other New Commitments on a dollar-for-dollar basis). Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent become Lenders (each, a “New Revolving Term Loan Lender”)) add one or more new term loan facilities to the Term Loan Facility Lender,” an “Incremental Term Lender” or generally(each, a “New Term Loan Facility”), New Commitments to the Borrower in respect thereof and, subject to the terms and conditions contained in this Agreement and in the respective commitment agreement with such New Term Loan Lender, make Term Loans (“New Term Loans”) pursuant thereto; provided it being understood and agreed, however, that (i) no Ineligible Institution may Lender shall be obligated to provide a New Lender) to whom Commitment as a result of any such request by the New Commitments have been (in accordance with the prior sentence) allocated Borrower, and the amounts of until such allocations; provided that any time, if any, as such Lender approached to provide all or a portion of the New Commitments may elect or decline, has agreed in its sole discretion, discretion to provide a New Commitment. Such , such Lender shall not be obligated to fund any New 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 become effective as be in a minimum aggregate amount for all Lenders which provide a New Commitment under such Class of such Increased Amount Date, New Term Loans of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (iv) the case 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 such Increased Amount Dateused only for the purposes 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 paragraphs of (b) this Agreement and (c) of Section 4.02 shall be satisfied or waived by in the Required Lenders on commitment agreement between such Increased Amount Date before or after giving effect to Lender and the Borrower, make New Term Loans as specified in such New Commitments Term Loan commitment agreement and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental New Term Loans shall thereafter be evidenced by one deemed 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 more joinder agreements executed and delivered to Administrative Agent by each New Lender, otherwise as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject (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 the requirements set forth participate on a less than pro rata basis in Section 2.17(eany voluntary or mandatory prepayments or repayments); and (3xiii) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or Event of Default then exists or would result from entry into such Limited Conditionality Acquisition Agreement, therefrom; (Bxiv) as all of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth contained herein are true and correct in Article III 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 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 may be) as of such specified earlier date date); and (provided 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 no materiality qualifier the conditions set forth in this subclause Section 2.05(e) have been satisfied. (Cii) 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 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 Loan Lender or New Term Loan Lenders, as the case may be, shall constitute a new Class, which shall be applicable separate and distinct from the existing Classes pursuant to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties this Agreement (with such representations and warranties to a designation which may be reasonably determined by the Lenders providing such Acquisitionmade in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., ▇-Related Incremental Term Loans▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, C-1, C-2, C-3, etc.)). (iv) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans2.05(e), the only Borrower hereby agrees to offer the existing Lenders a right of first refusal for a period of at least three (3) Business Days to provide any New Commitments on the same terms and conditions required offered to be satisfied in connection with the funding thereof any potential New Term Loan Lenders; provided that no Lender shall be the conditions set forth in Section 4.03obligated to provide such New Commitment.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 U.S.$200.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million (it being understood and agreed that, notwithstanding the foregoing U.S.$225.0 million limitation, the tranche of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an amount of up to U.S.$450.0 million and without regard to the foregoing integral multiple requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation and will not reduce availability for any other New Commitments on a dollar-for-dollar basis)million. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs of (ba) and (cb) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be satisfied in connection with the funding thereof shall be the conditions set forth in Section 4.03.

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

New Commitments. At any timetime and from time to time following the completion of the syndication of the Facilities (as reasonably determined by the Administrative Agent), the Company U.S. Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments additional term loan commitments (any such increase, the “New Revolving Facility Term Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans)” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of, together with any Indebtedness outstanding under Section 6.01(v), the Dollar Equivalent of U.S.$225.0 $250.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 the Dollar Equivalent of $10.0 million (it being understood and agreed that, notwithstanding but not less than the foregoing U.S.$225.0 million limitation, the tranche Dollar Equivalent of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an amount of up to U.S.$450.0 million and without regard to the foregoing integral multiple requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation and will not reduce availability for any other New Commitments on a dollar-for-dollar basis)$150.0 million. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Company U.S. Borrower proposes that the New Term Commitments and, in the case of Incremental Term Loans, the date be made available for borrowing, as applicablewhich shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, be made availableand (B) offer each Term Lender the right to provide New Term Commitments on a pro rata basis. The Company U.S. Borrower shall notify the Administrative Agent in writing of the identity of each Term Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Term Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such Loans made pursuant to such New Term Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental (“New Term Loans, ”) shall be made on such Increased Amount Date; provided that (1) the conditions set forth in paragraphs no Default or Event of (b) and (c) of Section 4.02 Default shall be satisfied or waived by the Required Lenders exist on such Increased Amount Date before or after giving effect to such New Term Commitments and Loans; (2) such increase the U.S. Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Term Commitments; (3) the maturity date of New Term Loans shall not be earlier than the Term Loan Maturity Date; (4) the weighted average life to maturity of any New Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (5) in the Revolving Facility event that the Applicable Margins for any New Term Loans are more than 50 basis points greater than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the New Term Loans are no more than 50 basis points greater than the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the New Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the U.S. Borrower to the Lenders of the Term Loans or the New Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the New Term Loans shall be excluded; (6) in the event that the minimum Adjusted Eurocurrency Rate (the “LIBOR Floor”) for any New Term Loans is greater than the LIBOR Floor for the Term Loans, then the LIBOR Floor for the Term Loans shall be increased to the extent necessary so that the LIBOR Floor for the New Term Loans is no greater than the LIBOR Floor for the Term Loans; (7) after giving pro forma effect to the Borrowings to be made on the Increased Amount Date and to any change to EBITDA and any increases in Indebtedness resulting from the consummation of a permitted acquisition concurrently with such borrowing, Holdings shall be in compliance with the Financial Performance Covenants as of the most recent Test Period for which financial statements were delivered pursuant to Section 5.04(a) or (b) or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of Holdings are available and if the last day of any such period is prior to the first Test Period for which the Financial Performance Covenants are tested, the levels for the first Test Period for which the Financial Performance Covenants are tested shall be deemed to apply for such purpose; (8) all obligations under the Existing Credit Agreement have been repaid in full after giving effect to such New Term Commitments and/or the Incremental and Loans and all Liens thereunder have been discharged before or after giving effect to such New Term Loan Commitments and Loans; (9) after giving effect to such New Term Loans, there shall be no more than $500.0 million of Existing Senior Notes outstanding and (10) such addition of New Term Commitments and New Term Loans shall be evidenced by one or more joinder agreements Increase Joinders (as defined below) executed and delivered to Administrative Agent by each New Term Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be satisfied in connection with the funding thereof shall be the conditions set forth in Section 4.03.

New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million $100,000,000 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 amount of up to U.S.$450.0 million and without regard to the foregoing integral multiple requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation and will not reduce availability for any other New Commitments on a dollar-for-dollar basis)$25,000,000. Such notice shall specify the date (an “Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” ”, an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender, each New Lender (other than a New Lender that is an existing Lender or an Approved Fund of an existing Lender or, in the case of an Incremental Term Lender, an Affiliate of an existing Lender) must be reasonably acceptable to the Administrative Agent and, in the case of any New Revolving Lender, each LC Issuer (such acceptance, in each case, not to be unreasonably withheld, delayed or conditioned)) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such The New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount DateDate or such other date agreed to by the applicable New Lenders; provided that (1) the conditions set forth in paragraphs of (a), (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the registerRegister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e)2.17; and (3) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be satisfied in connection with the funding thereof shall be the conditions set forth in Section 4.03.

New Commitments. At (a) The Company may at any time, provided that no Default is continuing, request that the Company may Total Commitments be increased by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New Revolving Facility Commitments, if any, the “New Commitments”), by an amount not in excess of U.S.$225.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million (it being understood and agreed that, notwithstanding the foregoing U.S.$225.0 million limitation, the tranche of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an amount of up to U.S.$450.0 million and without regard US$400,000,000 (a “Facility Increase”) provided that the Total Commitments shall not at any time exceed US$1,450,000,000. (b) The Company (i) shall offer to the foregoing integral multiple requirement; provided Lenders at that any time and (ii) may offer to such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation other banks and will not reduce availability financial institutions or trusts, funds or other entities which are regularly engaged in or established for any the purpose of making, purchasing or investing in loans, securities or other New Commitments on financial assets (each a dollar-for-dollar basis). Such notice shall specify the date (an “Increased Amount DatePotential Increase Lender”) an opportunity to participate in such Facility Increase on which the Company proposes that the New Commitments and, (in the case of Incremental Term Loansthe Lenders at such time only) a pro rata basis. Accordingly, the date for borrowingCompany shall send a notice to the Agent and to each Potential Increase Lender (an “Upsize Notice”) requesting a Facility Increase. The Agent shall, as applicablesoon as reasonably practicable following receipt of an Upsize Notice, notify each of the Lenders of the Company’s request, of the amount of the proposed Facility Increase and of each Lender’s potential pro rata share of that Facility Increase. No more than two Upsize Notices may be made available. The Company sent and no more than two Facility Increases may be effected prior to the Termination Date provided that the Total Commitments shall not at any time exceed US$1,450,000,000. (c) Within 5 Business Days of receipt of the notification from the Agent of the proposed Facility Increase referred to in paragraph (b) above, the existing Lenders at that time shall notify the Administrative Agent whether they are, in writing principle (but subject to, among other things, receipt of the identity package of each Lender or other financial institution reasonably acceptable information referred to the Administrative Agent in paragraph (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lenderd) below and to whom the New Commitments have been (in accordance with the prior sentencecredit approval) allocated and the amounts prepared to lend more than their pro rata share of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, Facility Increase in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that circumstances where (1i) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (2) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered of the other existing Lenders at that time either decides not to Administrative Agent by each New Lenderparticipate in, as applicableor is unable to provide the full amount of its pro rata share of, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); and such proposed Facility Increase or (3ii) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the provisions arrangement fee proposed by one of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement existing Lenders is higher than that proposed by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, others. (Bd) as Within 15 Business Days of the date of the borrowing Upsize Notice, the Company undertakes to deliver to the Lenders and to each Potential Increase Lender a package of such Acquisition-Related Incremental Term Loans, no Event information relating to the current and future performance of Default under Section 7.01(a), the Group and the proposed purpose for which the Facility Increase is to be used. (b), (he) or The Company hereby irrevocably and unconditionally undertakes to (i) is ensure that each Lender and each Potential Increase Lender receives the same information from the Company (including, without limitation, in existence immediately before or after giving effect (including on a Pro Forma Basis) relation to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) profit forecasts following the representations and warranties set forth in Article III shall be true and correct in all material respects as Utilisation of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except Facility); and (ii) (to the extent that any Lender or Potential Increase Lender receives any information which is not otherwise contained in the original information pack) provide any such representations or warranties are expressly limited further information to an earlier dateeach Lender at the same time as such further information is provided to the other Lender or, in which as the case such representations and warranties may be, Potential Increase Lender. (f) For the avoidance of doubt, no Lender shall be true and correct in all material respects as under any obligation to commit to such Facility Increase. If, at the end of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of 30th Business Day following the date of the borrowing Upsize Notice, credit approved and unconditional (save for the execution of an Increase Confirmation) offers to provide some or all of the requested Facility Increase have not been received by the Company from the existing Lenders (the shortfall between the requested amount and the aggregate offered amounts being the “Shortfall”), the Company, without any further consent requirement from the Lenders, shall be entitled to agree with any Potential Increase Lender for them to provide that part of the Facility Increase represented by the Shortfall. (g) Each Lender or Potential Increase Lender which agrees to participate in a Facility Increase shall notify the Company and the Agent by executing an Increase Confirmation and each such Lender, whether an existing Lender or a Potential Increase Lender, shall be a “Facility Increase Lender”. (h) Save for any arrangement fee payable in relation to a Facility Increase, the terms of any Facility Increase shall be the same as those applicable to the existing Facility (including, without limitation, as to Margin). To the extent that arrangement fees offered by Potential Increase Lenders or by any of the existing Lenders are less than those proposed by any existing Lenders who have agreed to participate in the Facility Increase, the Company shall provide to such existing Lenders details of the level of arrangement fees proposed. Those existing Lenders shall have a period of 3 Business Days from the date of receipt of such Acquisition- Related Incremental Term Loansdetails to confirm to the Company whether or not they are prepared to participate in the Facility Increase at the proposed level of arrangement fee. If they are not so prepared (or do not respond within the required period) then the Company, customary “Sungard” representations and warranties (without any further consent from the Lenders, shall be entitled to agree with such representations and warranties Potential Increase Lenders or, as the case may be, such Existing Lenders for them to be reasonably determined by provide the Lenders providing such Acquisition-Related Incremental Term LoansFacility Increase. (i) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth A reference in this subclause (D) Agreement to a Fee Letter shall be applicable include any letter referred to any representations in this Clause 2.3. Each of the Finance Parties hereby acknowledges and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding agrees that, notwithstanding anything to the contrary set forth in this Section 2.20the Finance Documents, with each Facility Increase Lender shall share in the benefit of all guarantees and indemnities given in respect of the Facility prior to AXC Incremental Term Loanssuch 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 only conditions required 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 satisfied provided by Potential Increase Lenders). To the extent that some or all of the existing Lenders have agreed to participate in connection with the funding thereof 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 conditions set forth 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 Section 4.03accordance with its terms and the Total Commitments shall be increased by the amount specified in such Increase Confirmation. (l) Each Lender irrevocably authorises the Agent on its behalf to enter into, without the need for any further authorisation from it, any Increase Confirmation to effect any increase of the Total Commitments in accordance with this Clause 2.3. (m) The Agent shall promptly notify each other Party of any increase in the Total Commitments and the effective date for such increase.