Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. Such New Commitments shall become effective, as of such Increased Amount Date; provided that (1) both before and after giving effect to the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Lead Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Term Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New the Term Loans or Revolving Loans with respect Increase Effective Date, except (i) to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each of the conditions set forth in Section 8.2 which case they shall be satisfied true and correct in all material respects as of such earlier date, (provided that ii) in the case of any New Term Loan Commitmentsrepresentation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default exists (provided that to the extent the proceeds of which are being an Incremental Tranche will be used to finance a Limited Condition Transaction, (i) such condition may, at the satisfaction of such conditions shall Borrower’s election, be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) on the date of execution and effectiveness of the definitive purchase agreement and no payment or 9.1(j) shall exist bankruptcy Event of Default in existence at the time of, or would result therefrom, the making of incurrence of such New Incremental Tranche) on the Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties Increase Effective Date. The additional Term Loans shall be limited to customary “specified representations” made by the Term Lenders participating therein pursuant to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under procedures set forth in Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.02.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to such increase, (i) the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolver Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Revolver Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied extent that (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i1) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) an earlier date, in which case they are true and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions correct in all material respects as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and earlier date, (2) ifany representation or warranty that is already by its terms qualified as to “materiality”, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans “Material Adverse Effect” or similar language shall on effectiveness be true and correct in all respects as of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderqualification and (3) that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists, (ii) the Administrative Agent shall have received (x) a New Revolving Lender Joinder Agreement for each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemedCredit Lender, for all purposesif any, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by participating in such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Credit Facility, which New Revolving Lender Joinder Agreement shall be duly executed by the Borrowers and such New Revolving Credit Lender and acknowledged and consented to in writing by the Administrative Agent, the Swing Line Lender and the L/C Issuer and (y) written confirmation from each existing Revolving Credit Lender, if any, participating in such increase of the amount by which its Revolving Credit Commitment will be increased and (iii) the Borrowers shall have paid to the Arrangers the fee, if any, required to be paid pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatethe Fee Letters in connection therewith.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Domestic Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) no Default or Event of Default exists, (B) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by materiality standards, each in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (C) on a pro forma basis after giving effect to the incurrence of any Revolving Credit Loans made on the Revolving Credit Increase Effective Date or the incurrence of any Incremental Term Loans made on the Incremental Term Loan Date, the Borrowers and their respective Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), (D) no less than 50% of the aggregate amount of the increase requested pursuant to Section 2.17(a) shall have been fully subscribed for as an Incremental Term Loan by existing or new Incremental Term Lenders, and (E) the other conditions set forth in this Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the 2.17 have been satisfied. The Administrative Agent shall have received legal opinions, board resolutions opinions relating to such increase and other closing certificates and documentation as may be reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 4.01. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and such other conditions as the parties thereto shall agree (provided that in the case of pay any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New revised Applicable Revolving Commitments, there are Credit Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each representations and warranties of the conditions set forth Borrowers and each other Loan Party contained in Section 8.2 Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be satisfied true and correct in all material respects (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be limited to customary “specified representations” true and correct in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent agreed that such representations and warranties specifically refer to by Lenders providing an earlier date, in which case they shall be true and correct in all material respects (except for such New Term Loan Commitmentsrepresentations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16(e), the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the Agent most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (B) no Default exists or would result from such increase. The Borrowers shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered prepay any Revolving Credit Loans outstanding on the Closing Revolving Credit Increase Effective Date under (and pay any additional amounts required pursuant to Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New revised Applicable Revolving Commitments, there are Credit Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date; provided that ), and (1y) both in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the New Revolving Commitmentsextent any such representation and warranty is subject to a materiality or Material Adverse Effect qualification, each in all respects) on and as of the conditions Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representation and warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default exists and (C) the Company and its Restricted Subsidiaries are in compliance with each financial covenant set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments7.11, the proceeds of which are being used to finance calculated on a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject Pro Forma Basis pursuant to Section 1.9, 1.03(c). The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (iiand pay any additional amounts required pursuant to Section 3.05) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitmentskeep the outstanding Committed Loans ratable with any revised Applicable (USD/MC) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree Percentages or Applicable (provided that in the case of MXN) Percentages arising from any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect to representations and warranties contained in Article V and the New Revolving Commitments, each of the conditions set forth other Loan Documents are true and correct in Section 8.2 shall be satisfied all material respects (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions representations qualified by “materiality” or “Material Adverse Effect” shall be subject true and correct in all respects) on and as of the Increase Effective Date, except to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be limited true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to customary refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result therefrom and (ii) (x) upon the reasonable request of any Lender made at least five (5) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The applicable Borrower(s) shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase to the extent required under such Loan Party’s Organization Documents, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent and the Borrower. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions documents or instruments as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increasedand to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents, subject and shall pay such fees as may be due pursuant to the satisfaction terms of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateFee Letters.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Domestic Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) no Default or Event of Default exists, (B) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by materiality standards, each in all respects) on and as of the conditions Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (C) on a pro forma basis after giving effect to the incurrence of any Revolving Credit Loans made on the Revolving Credit Increase Effective Date or the incurrence of any Incremental Term Loans made on the Incremental Term Loan Date, the Borrowers and their respective Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 8.2 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), (D) no less than 50% of the aggregate amount of the increase requested pursuant to Section 2.17(a) shall be satisfied (provided that in the case of any New have been fully subscribed for as an Incremental Term Loan Commitmentsby existing or new Incremental Term Lenders, the proceeds of which are being used to finance a Limited Condition Transaction, and (iE) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Administrative Agent shall have received legal opinions, board resolutions opinions relating to such increase and other closing certificates and documentation as may be reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 4.01. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and such other conditions as the parties thereto shall agree (provided that in the case of pay any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New revised Applicable Revolving Commitments, there are Credit Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate with respect to each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such Increased Amount Date; provided that increase, and (1ii) both certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, provided, however, that for these purposes, the reference to Closing Date in the representation and warranty in Section 5.06(b) shall be limited deemed to customary “specified representations” be a reference to the extent agreed to by Lenders providing such New Term Loan CommitmentsIncrease Effective Date, (B) since the later of the date of the Audited Financial Statements and the Agent date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have received legal opinionsoccurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2C) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness no Default or Event of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments Default exists or would exist after giving effect to such New Revolving Commitments hereunder, increase. The Company shall prepay any Loans outstanding on the Increase Effective Date (iiand pay any additional amounts required pursuant to Section 3.05) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned extent necessary to keep the outstanding Loans ratable with any portion of revised Pro Rata Shares arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to each such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching resolutions duly adopted by the board of directors or board of managers (or appropriate governing body) of such Loan Party authorizing such increase, (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and in the other Loan Documents to which it is a party are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.13, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in Sections 5.05(a), (b), (c) and (2d) if, on shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving CommitmentsSections 6.01(a), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e(b). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (ic) each of the Revolving Lenders and (including the New Revolving Loan Lendersd), if anyrespectively, and (B) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans no Default has occurred and will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments continuing either immediately prior to or immediately after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” increase and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan if requested by any Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned providing any portion of such increase (including any Eurodollar Rate Loans Eligible Assignee becoming a Lender in connection therewith), such opinion letters (or letters of reliance on previously held by issued opinion letters) of counsel to the Borrower and the Guarantors and such certificates and documents of the nature of those described in Section 4.01(b) and/or Section 4.01(i) as such Lender compensation may reasonably request in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment connection with its provision of such Eurodollar Rate amount. The Borrower shall prepay any Revolving Loans by an amount equal outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to such assigned portion thereof. Upon Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to each Incremental Increase, (x) the Borrower shall become effective, deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Increased Amount Incremental Increase (which may, if applicable, be the resolutions entered into by the Borrower in connection with the incurrence of the Obligations on the Effective Date; provided that ) (1and providing customary corporate documents and incumbencies, or bring-downs of the same), and (ii) both certifying that, before and after giving effect to such Incremental Increase, (A) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (or, with respect to the New Revolving Commitmentsany representation and warranty qualified by materiality, each Material Adverse Effect or similar language, in all respects (upon giving effect to any qualification therein)) on and as of the conditions set forth in Section 8.2 shall be satisfied (provided Increase Effective Date, except to the extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality, Material Adverse Effect or similar language, in all respects (upon giving effect to any qualification therein)) as of such earlier date, and except that for purposes of this Section 2.20, the representations and warranties contained in Section 3.4(a) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent annual and quarterly financial statements furnished pursuant to by Lenders providing such New Term Loan CommitmentsSections 5.1(a) and the Agent shall have received legal opinions(b), board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree respectively (provided that in the case of any New if an Incremental Term Loan Commitments established is being provided in connection with a Limited Condition TransactionAcquisition, then, upon the election of the Borrower and with the consent of the Lenders providing such increase and the Administrative Agent, the satisfaction representations and warranties shall be required to be accurate as provided in this clause (ii)(A) on the date of entering into of the definitive agreement with respect to such Limited Condition Acquisition, and the representations and warranties required to be accurate at the time of the effectiveness of such documentary conditions shall increase as provided in this clause (ii)(A) may be limited by in a customary “SunGard” provisions manner), and (B) no Default exists (provided that if an Incremental Term Loan is being provided in connection with a Limited Condition Acquisition, then, upon the election of the Borrower and with the consent of the Lenders providing such increase and the Administrative Agent, the absence of Default condition in this clause (ii)(B) may be satisfied on the date of entering into of the definitive agreement with respect to such Limited Condition Acquisition, and the requirement at the time of the effectiveness of such increase shall be the absence of any Specified Default); (y) the Borrower shall be in pro forma compliance with the Leverage Ratio contained in Section 6.1 (provided that if an Incremental Term Loan is being provided in connection with a Limited Condition Acquisition, then, upon the election of the Borrower and with the consent of the Lenders providing such increase and the Administrative Agent, such compliance may be measured on the date of entering into of the definitive agreement with respect to such Limited Condition Acquisition); and (z) upon the reasonable request of any Person providing such Incremental Increase made at least 5 Business Days prior to the Increase Effective Date, the Borrower shall have provided to such Person, and such Person shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least 3 Business Days prior to the Increase Effective Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender so requests, a Beneficial Ownership Certification in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject relation to the satisfaction of Borrower. In connection with any Dollar Commitment Increase, the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) Borrower shall make such assignments of prepay any Revolving Loans outstanding on such date as shall be the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the Revolving Lenders ratably in accordance ratable with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Dollar Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to increase in the Revolving Credit Facility and/or the Term Facility pursuant to this Section 2.16, and the Administrative Borrower shall become effectivedeliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date, as the case may be, signed by a Responsible Officer of such Increased Amount Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (ii) a certificate of the Administrative Borrower dated as of the Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date; provided that (1) both , as the case may be, signed by a Responsible Officer of the Administrative Borrower certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) on and as of such Revolving Facility Increase Effective Date or the New Revolving CommitmentsTerm Facility Increase Effective Date, each as the case may be, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the conditions set forth representations and warranties contained in subsections (a) and (b) of Section 8.2 5.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case event that the tranche of any New Incremental Term Loan Commitments, the proceeds of which are being Loans is used to finance a Limited Condition Transaction, (i) Acquisition and to the satisfaction extent the Incremental Term Lenders participating in such tranche of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefromIncremental Term Loans agree, the making of such New Term Loan and foregoing clause (iiiA) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” substantially consistent with the Specified Representations and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and only to the extent agreed that the Administrative Borrower or its applicable Subsidiary has the right to by terminate its obligations under such acquisition agreement as a result of a failure of such representations to be accurate, (B) after giving effect to any such increase, the Borrowers shall be in compliance on a pro forma basis with each of its Financial Covenants (including, in the case of any increase in accordance with the definition of Incremental Amount, a calculation of the Consolidated Net Leverage Ratio on a Pro Forma Basis), and (C) no Default or Event of Default has occurred and is continuing; provided, that in the event that any tranche of Incremental Term Loans is used to finance a Limited Condition Acquisition, to the extent the Incremental Term Lenders providing participating in such New tranche of Incremental Term Loan CommitmentsLoans agree, the foregoing clause (C) shall be tested at the time of the execution of the acquisition agreement related to such Limited Condition Acquisition (provided, that such Incremental Term Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loans) and the Agent shall have received (iii) such other documents and legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and opinions consistent with those delivered on the Closing Date under Section 8.1 as to such matters as are reasonably requested by the Administrative Agent. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrowers, each Increasing Revolving Credit Lender and each other Revolving Credit Lender, as applicable, may make arrangements reasonably satisfactory to such other conditions as the parties thereto shall agree (provided that to cause an Increasing Revolving Credit Lender to temporarily hold risk participations in the case Revolving Credit Loans of any New Term Loan Commitments established the other Revolving Credit Lenders (rather than fund its Applicable Revolving Credit Percentage of all applicable outstanding Revolving Credit Loans concurrently with the applicable Revolving Facility Increase Effective Date) with a view toward minimizing breakage costs and transfers of funds in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment Credit Facility. The Borrowers acknowledges that if (despite any arrangements established pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lenderthe foregoing sentence), as thereby increased a result of a non-pro-rata increase in the Revolving Credit Commitments, any Eurodollar Rate Loans must be prepaid or decreasedconverted (in whole or in part) on a day other than the last day of an Interest Period therefor in order to keep the applicable outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages, as appropriatethen such prepayment or conversion shall be subject to the provisions of Section 3.05.

Conditions to Effectiveness of Increase. Such New Commitments (i) As a condition precedent to each Incremental Increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary under applicable Law with respect to the Guarantee and Collateral Agreement of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (A) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Increased Amount Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date; provided ) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the making incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.11 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any Series of New Term Loans other Loan Document, or Revolving Loans which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by a materiality or Material Adverse Effect standard, each in all respects) on and as of the conditions set forth in Section 8.2 shall be satisfied (provided Increase Effective Date, except to the extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.05(a) and (b) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan CommitmentsSections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Incremental Increase, the Agent Borrower shall have received deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions, board resolutions and other closing certificates reasonably requested by opinions of the Agent and consistent with those type delivered on the Closing Date under Section 8.1 as are reasonably requested by, and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transactionform and substance reasonably satisfactory to, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to Administrative Agent (it being agreed that the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, forms delivered on the Increased Amount Closing Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitmentssatisfactory), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments Any such increase pursuant to this Section 2.17 shall become effective, effective as of the Increase Effective Date for such Increased Amount Date; provided that increase upon satisfaction of the following conditions precedent: (1i) both receipt by the Administrative Agent of (A) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) a certificate of the Company dated as of the Increase Effective Date signed by a Responsible Officer of the Company, certifying that, before and after giving effect to such increase, (1) the making representations and warranties of the Borrowers contained in Article 5 and in each other Loan Document or in any Series certificate furnished at any time under or in connection herewith or therewith, (x) that are qualified by materiality shall be true and correct on and as of New Term Loans or Revolving Loans with respect the date of such increase, and (y) that are not qualified by materiality, shall be true and correct in all material respects on and as of the date of such increase, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each of the conditions set forth in Section 8.2 which case they shall be satisfied true and correct in all material respects (provided that or in all respects in the case of any New Term Loan Commitmentsrepresentation and warranty that is qualified by materiality) as of such earlier date, and except that for purposes of this Section 2.17(e)(i)(B)(1), the proceeds representations and warranties contained in clauses (a) and (b) of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 1.96.01, and (ii2) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan exists; and (iiiii) in the case of Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.2(a3.05) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase (it being understood and agreed that, as to any Loan Party as of the Closing Date, the resolutions adopted by such Increased Amount Date; provided that Loan Party and delivered pursuant to Section 4.01(a)(ii) of this Agreement shall satisfy this condition), and (1ii) both in the case of the Company and the Borrowers, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each representations and warranties of the conditions set forth Company and the Borrowers contained in Section 8.2 shall be satisfied Article V and the representations and warranties of each Loan Party contained in each other Loan Document are true and correct in all material respects (provided that or, in the case of any New Term Loan Commitmentsrepresentations and warranties already qualified by materiality, in all respects) on and as of the proceeds of which are being used Increase Effective Date, except to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.16, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on of Section 5.05 shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder clauses (reflecting such increase in Revolving Commitmentsa) and (b), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid respectively, of Section 6.01, and any costs incurred by any Lender in accordance with Section 3.6(e)(B) no Default exists. On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditionseach Increase Effective Date, (i) each relevant Added Lender and Increasing Lender that is participating in the increase of the Revolving Lenders (including Aggregate Commitment shall make available to the New Revolving Loan Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary being required in order thatto cause, after giving effect to all such assignmentsincrease and the application of such amounts to make payments to such other relevant Lenders, such Revolving the outstanding Committed Loans will (and risk participations in outstanding Swing Line Loans, New Vehicle Swing Line Loans and L/C Obligations) to be held ratably by the Revolving all Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderthe revised Applicable Percentages, and (ii) each New the Revolving Commitment Borrower shall be deemed for all purposes a “Revolving Commitment” to have prepaid and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect reborrowed the outstanding Committed Loans as of such Increase Effective Date to the New Revolving extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any Commitment of Added Lenders and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to Commitments of the Increasing Lenders under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party or the General Partner acting on behalf of such Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the New Revolving Commitmentsextent such representation or warranty is already subject to a materiality qualifier, each in which case such representation or warranty shall be true and correct in all respects) on and as of the conditions set forth Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in Section 8.2 which case they are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be satisfied (provided true and correct in all respects) as of such earlier date, and except that in the case for purposes of any New Term Loan Commitmentsthis Section 2.14, the proceeds representations and warranties contained in subsections (a) and (b) of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 1.96.01, and (iiB) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at immediately before or immediately after giving effect to such increase. In connection with the time of, or would result therefromclosing of any increase in the Aggregate Commitments, the making outstanding Revolving Credit Loans and participations in Letters of such New Term Loan Credit and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties Swing Line Loans shall be limited to customary “specified representations” to reallocated by causing such fundings and repayments among the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Credit Loans outstanding on as necessary such date as shall be necessary in order that, after giving effect to all such assignmentsincrease in the Aggregate Commitments, such each Lender will hold Revolving Credit Loans will be held by the Revolving Lenders ratably and participations in accordance with their Revolving Commitments Letters of Credit and Swing Line Loans based on its Applicable Percentage (after giving effect to such New Revolving Commitments hereunder, increase in the Aggregate Commitments); provided that (i) such reallocations and repayments shall not be subject to any processing and/or recordation fees and (ii) each New Revolving Commitment the Borrowers shall be deemed responsible for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender costs arising under Section 3.6(e) hereof had Borrower made a prepayment of 3.05 resulting from such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment reallocation and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriaterepayments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party or the General Partner acting on behalf of such Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the New Revolving Commitmentsextent such representation or warranty is already subject to a materiality qualifier, each in which case such representation or warranty shall be true and correct in all respects) on and as of the conditions set forth in Section 8.2 shall be satisfied (provided Revolving Credit Increase Effective Date, except to the extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” an earlier date, in which case they are true and correct in all material respects (except to the extent agreed such representation or warranty is already subject to by Lenders providing a materiality qualifier, in which case such New Term Loan Commitmentsrepresentation or warranty shall be true and correct in all respects) as of such earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.14, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) ifof Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), on the Increased Amount Date with respect to any New Revolving Commitmentsrespectively, there are any Revolving Loans outstandingof Section 6.01, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid (B) no Default exists or would immediately result from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (iC) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New increase and any contemporaneous increase of any other Permitted Facility Indebtedness, the aggregate amount of Permitted Facility Indebtedness (including undrawn commitments therefor) is less than or equal to $2,600,000,000. The Borrower shall prepay any Revolving Commitments hereunder, Credit Loans outstanding on the Revolving Credit Increase Effective Date (iiand pay any additional amounts required pursuant to Section 3.05) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New extent necessary to keep the outstanding Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Credit Loans ratable with any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, Borrower shall become effective, deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any Series materiality qualifiers set forth therein) on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent, Borrower and the Lenders providing such term loan tranche to include such terms as are necessary and customary “specified representations” to implement such term loan commitments. Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New As a condition precedent to each such increase in the Aggregate Revolving Commitments and/or Term Loan, the Borrower shall become effective, deliver to the Administrative Agent (x) a certificate of each Credit Party dated as of the Increase Effective Date signed by an Authorized Officer of such Increased Amount Date; provided that Credit Party (1i) both certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the Increase Effective Date (with any Series of New Term Loans or Revolving Loans representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with respect the terms thereof), except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a), (b) and (c) of Section 6.7 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a), (b) and (d), respectively, of Section 7.1, and (B) no Default or Event of Default exists as of the Increase Effective Date, and (y) such new or additional Notes payable to each of the Lenders as are required to be delivered pursuant to Section 2.5(b). The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.1(c)) to the extent agreed necessary to by Lenders providing keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from any non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions documents or instruments as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on Commitments and/or Term Loan and to ratify each such Credit Party’s continuing obligations hereunder and under the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateother Credit Documents.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists, and (ii) to the extent agreed the increase of the Aggregate Commitments is to by Lenders providing take the form of an additional tranche, this Agreement shall be amended in form and substance satisfactory to the Administrative Agent to include such New Term Loan Commitments) and terms as it deems to be customary or reasonably necessary to incorporate such additional tranche (including such terms as are necessary to incorporate such additional tranche in to the Agent voting provisions hereof). The Borrowers shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered prepay any Committed Loans outstanding on the Closing Increase Effective Date under (and pay any additional amounts required pursuant to Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Committed Loans ratable with respect to any New Revolving Commitments, there are revised Applicable Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Increased Amount Date; provided increase (and certifying either (A) that the approval or consent of each other Loan Party is not required or (1B) both that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (ii) certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.13, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on of Section 5.05 shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder clauses (reflecting such increase in Revolving Commitmentsa) and (b), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with respectively, of Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions6.01, (iB) each of no Default exists and is continuing, and (C) the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding financial covenants contained in Section 7.19 are satisfied on such date as shall be necessary in order that, a pro forma basis after giving effect to all any incremental Borrowing associated with such assignments, such Revolving increase and for the most recent determination period. The Borrower shall prepay any Committed Loans will be held by outstanding on the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect Increase Effective Date (and pay any additional amounts required pursuant to such New Revolving Commitments hereunder, (iiSection 3.05) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned extent necessary to keep the outstanding Committed Loans ratable with any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.14, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on of Section 5.05 shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder clauses (reflecting such increase in Revolving Commitmentsa) and (b), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid respectively, of Section 6.01, and any costs incurred by any Lender in accordance with Section 3.6(e)(B) no Default exists. On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditionseach Increase Effective Date, (i) each relevant Lender that is increasing its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as such Administrative Agent shall determine, for the benefit of the Revolving Lenders (including the New Revolving Loan other relevant Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary being required in order thatto cause, after giving effect to all such assignmentsincrease and the application of such amounts to make payments to such other relevant Lenders, such Revolving the outstanding Committed Loans will (and risk participations in outstanding Swing Line Loans and Letter of Credit Exposure) to be held ratably by the Revolving all Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderrespective revised Applicable Percentages, (ii) each New Revolving Commitment the Borrower shall be deemed for all purposes a “Revolving Commitment” to have prepaid and each loan made thereunder shall be deemedreborrowed the outstanding Committed Loans as of such Increase Effective Date to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section, for all purposes, a “Revolving Loan”, and (iii) each New Revolving Loan Lender the Borrower shall become a “Lender” with respect pay to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in relevant Lenders the amount that would have been payable amounts, if any, required pursuant to such Lender under Section 3.6(e) hereof had Borrower made 3.05 as a prepayment result of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateprepayment.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to each such increase in the Aggregate Revolving Commitments, the Borrower shall become effective, deliver to the Administrative Agent (x) a certificate of each Credit Party dated as of the Increase Effective Date signed by an Authorized Officer of such Increased Amount Date; provided that Credit Party (1i) both certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the Increase Effective Date (with any Series of New Term Loans or Revolving Loans representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with respect the terms thereof), except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a), (b) and (c) of Section 6.7 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a), (b) and (d), respectively, of Section 7.1, and (B) no Default or Event of Default exists as of the Increase Effective Date, and (y) such new or additional Notes payable to each of the Lenders as are required to be delivered pursuant to Section 2.5(b). The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.1(c)) to the extent agreed necessary to by Lenders providing keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from any non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions documents or instruments as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on Commitments and to ratify each such Credit Party’s continuing obligations hereunder and under the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateother Credit Documents.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to such increase, (i) the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied extent that (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i1) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) an earlier date, in which case they are true and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions correct as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and earlier date, (2) ifany representation or warranty that is already by its terms qualified as to “materiality”, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans “Material Adverse Effect” or similar language shall on effectiveness be true and correct in all respects as of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderqualification and (3) that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrowers and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Revolving Commitment Lender Joinder Agreement shall be deemed for all purposes a “Revolving Commitment” acknowledged by the Administrative Agent and (y) written confirmation from each loan made thereunder existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased. The Borrowers shall be deemed, for all purposes, a “Revolving Loan”, prepay any Loans outstanding on the Increase Effective Date (iiiand pay any additional amounts required pursuant to Section 3.05) each New Revolving Loan Lender shall become a “Lender” with respect to the New extent necessary to keep the outstanding Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Loans ratable with any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in a sufficient number to provide an original for each Lender) signed by a Senior Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 9 and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.1.2, the representations and warranties contained in Section 9.4 shall be limited deemed to customary “specified representations” refer to the extent agreed most recent financial statements furnished pursuant to by Section 10.1.1 or 10.1.2, and (B) no Default exists. The Company shall execute and deliver to the Lenders providing such New Term Loan Commitments) and as of the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Increase Effective Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that new Notes in the case amount of any New Term Loan Commitments established in connection the increased Revolving Commitment with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans Pro Rata Share for each Lender being prepaid and any costs incurred by any Lender fixed in accordance with Section 3.6(e)the final allocation as determined above. On any date on which New Revolving Commitments are increasedContemporaneously therewith, subject the Lender shall cancel and return to the satisfaction of Company the foregoing terms and conditionsNotes which were previously delivered to them. Simultaneously with the Increase Effective Date, the Company shall be deemed to have borrowed under the new Notes a sum equal to the amount needed to pay off the old/prior notes (i) each of including any such due under Section 8.4 so as to reallocate the Revolving Outstandings prior to the increase, pro rata among the Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Lender’s Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to after the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateincrease.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct, on and as of the Revolving Increase Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such Increased Amount Date; provided earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (1a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the making of Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitmentsother customary documents, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitmentsincluding, the proceeds of which are being used to finance a Limited Condition Transactionwithout limitation, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions any Incremental Facility. The Borrower shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to prepay any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in order the Revolving Commitments under this Section. The parties hereto agree that, after giving effect to all such assignmentsnotwithstanding any other provision of this Agreement, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderAgent, (ii) the Borrower, each New Revolving Commitment shall be deemed for all purposes a “Lender and each Increasing Revolving Lender, as applicable, may (but are under no obligation) agree to make arrangements to stage the timing of any such increase to the then existing Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each or to cause an New Revolving Loan Lender shall become a “Lender” with respect or an Increasing Revolving Lender to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation temporarily hold risk participations in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made outstanding Revolving Loans of the other Lenders (rather than fund its percentage of all outstanding Revolving Loans concurrently with the applicable increase), in each case with a prepayment view toward minimizing breakage costs and transfers of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon funds in connection with any increase in the Revolving Commitment pursuant to this Section 2.8Commitment. The Borrower acknowledges that if, Schedule 1.1 as a result of a non-pro-rata increase in the Revolving Commitment, any Revolving Loans are prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be deemed amended subject to reflect such new Revolving Commitment and Pro Rata Share the provisions of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection 3.05.

Conditions to Effectiveness of Increase. Such New Commitments shall become effectiveAs a condition precedent to the Increase Effective Date, as of such Increased Amount Date; provided that (1i) both before and after giving effect to such Incremental Commitments, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) at the time of and after giving effect on a Pro Forma Basis to such Incremental Commitments and any borrowings made on the Increase Effective Date, the Parent is in compliance with all covenants set forth in Section 7.11 as of the end of the most recent Measurement Period for which financial statements of the Parent are available and (C) no Default has occurred and is continuing and (ii) the Parent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Appropriate Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Commitments, each and (B) certifying as to the satisfaction of the conditions set forth in Section 8.2 shall be satisfied clause (provided that in the case of i). In connection with any New Term Loan CommitmentsIncremental Commitment, the proceeds of which are being used to finance a Limited Condition Transaction, Revolving Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (i) the satisfaction of such conditions shall be subject and pay any additional amounts required pursuant to Section 1.9, (ii3.05) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect 2.14 and the Revolving Borrowers may use advances from the Revolving Lenders having new or increased commitments for such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateprepayment.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) both at the time of any request for any Revolving Credit Increase and at the Revolving Credit Increase Effective Date, no Default or Event of Default shall become effectiveexist and be continuing or result from such Revolving Commitment Increase, (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recent Measurement Period, as if such Revolving Commitment Increase had been outstanding and fully borrowed on the last day of such Increased Amount Date; provided that Measurement Period, (1iii) both the terms and conditions of the Revolving Credit Increase shall be identical to the terms and provisions of the existing Revolving Credit Commitments, (iv) if such Revolving Commitment Increase is effected in connection with a Permitted Acquisition, the Borrower’s First Lien Secured Leverage Ratio as of the most recent Measurement Period, after giving effect to such Permitted Acquisition and related incurrences of Indebtedness on a Pro Forma Basis, would be less than 5.00:1.00 and (iv) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or the Revolving Loans with respect Credit Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.07 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Revolving Credit Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New As a condition precedent to each such increase in the Aggregate Revolving Commitments and/or Term Loan, the Borrower shall become effective, deliver to the Administrative Agent (x) a certificate of each Credit Party dated as of the Increase Effective Date signed by an Authorized Officer of such Increased Amount Date; provided that Credit Party (1i) both certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the Increase Effective Date (with any Series of New Term Loans or Revolving Loans representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with respect the terms thereof), except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a), (b) and (c) of Section 6.7 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a), (b) and (d), respectively, of Section 7.1, and (B) no Default or Event of Default exists as of the Increase Effective Date, and (y) such new or additional Notes payable to each of the Lenders as are required to be delivered pursuant to Section 2.5(b). The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.1(c)) to the extent agreed necessary to by Lenders providing keep the outstanding Revolving Loans ratable with any revised Revolving Commitment Percentages arising from any non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions documents or instruments as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving CommitmentsCommitments and/or Term Loan and to ratify each such Credit Party’s continuing obligations hereunder and under the other Credit Documents. (f), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to such increase, (i) the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Term Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Term Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any Series representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this Section 2.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) Availability is greater than or equal to $0, (ii) the Administrative Agent shall have received (x) a New Term Loans Lender Joinder Agreement for each New Term Lender, if any, participating in such increase in the Term B Facility, which New Term Lender Joinder Agreement shall be duly executed by the Borrowers and such New Term Lender and acknowledged and consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld or Revolving Loans delayed and such consent not to be required if such New Term Lender is an Affiliate of an existing Lender or an Approved Fund with respect to an existing Lender) and (y) written confirmation from each existing Term Lender, if any, participating in such increase of the New Revolving Commitmentsamount of the Incremental Term Loan that it has committed to make, each (iii) the Administrative Agent shall have received a written notice setting forth the Type of Incremental Term Loans being requested not later than 11:00 a.m. (x) three Business Days prior to the Term Increase Effective Date (if the Incremental Term Loans requested are Eurodollar Rate Loans), and (ii) on the Term Increase Effective Date (if the Incremental Term Loans requested are Base Rate Loans); provided, however, that if the Borrowers wish to request Incremental Term Loans that are Eurodollar Rate Loans having an Interest Period of one week, nine months or twelve months in duration as provided in the definition of “Interest Period,” such notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the Term Increase Effective Date, (iv) all of the conditions set forth in Section 8.2 4.02 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto funding of such Incremental 88 Term Loans and (ivv) and Borrower shall compensate each existing Lender who the Borrowers shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in paid to the amount that would have been payable Arrangers the fee, if any, required to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment be paid pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatethe Fee Letters in connection therewith.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any Revolving Credit Commitment Increase: (i) the Borrower Representative shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party: (A) certifying and attaching copies of the resolutions adopted by such Loan Party approving or consenting to such Revolving Credit Commitment Increase; and (B) in the case of each Borrower, certifying that, before and after giving effect to such increase: (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such Increased Amount earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (2) no Default or Event of Default then exists, other than any Event of Default that would be (and is) cured upon the occurrence of such Revolving Credit Increase Effective Date; provided that (13) the conditions precedent set forth in Sections 2.13(g) and 4.02 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase and the making Additional Loans provided thereby (it being understood that all references to “the obligation of any Series Revolving Credit Lender to make a Revolving Credit Loan on the occasion of New Term Loans or Revolving Loans with respect any Borrowing” shall be deemed to refer to the New Revolving Commitments, each effectiveness of the conditions Revolving Credit Commitment Increase on the date of the initial funding of the Revolving Credit Commitment Increase); and (4) the Maturity Date of any Revolving Credit Commitment Increase shall be coincident with the existing Maturity Date for the Revolving Credit Loans; and (ii) (A) the existing Revolving Credit Lenders or other financial institutions, reasonably acceptable to the Administrative Agent, commit to be Revolving Credit Lenders and to fund any such Revolving Credit Commitment Increase in minimum amounts to be determined; and (B) all fees and expenses owing in respect of such increase to the Administrative Agent or the Revolving Credit Lenders shall have been paid or will be paid concurrently with such Revolving Credit Commitment Increase. The Additional Loans shall be made by the Revolving Credit Lenders participating therein pursuant to the procedures set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.02.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the New Revolving Commitmentsextent already qualified by materiality or Material Adverse Effect, each in all respects) on and as of the conditions set forth in Section 8.2 shall be satisfied (provided Increase Effective Date, except to the extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” an earlier date, in which case they are true and correct in all material respects (or, to the extent agreed to already qualified by Lenders providing materiality or Material Adverse Effect, in all respects) as of such New Term Loan Commitmentsearlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under (b) of Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions 5.05 shall be limited by customary “SunGard” provisions deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition to the foregoing, to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) ifthat the increase of the Aggregate Commitments shall take the form of a term loan tranche, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment this Agreement shall be accompanied by accrued interest on the Revolving Loans being prepaid amended, in form and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject substance satisfactory to the satisfaction of Administrative Agent and the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Required Lenders, if any) to include such terms as are customary for a term loan commitment. The Borrower shall make such assignments of Revolving prepay any Committed Loans outstanding on such date as the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. The Applicable Percentages of the Lenders shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by recalculated concurrently with the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion effectiveness of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment Aggregate Commitments pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.16.

Conditions to Effectiveness of Increase. Such New As a condition precedent to each Incremental Revolving Credit Commitment, (i) in respect of Incremental Revolving Credit Commitments up to an aggregate of $100,000,000, BMCA shall become effective, coincidentally with the effectiveness of such Incremental Revolving Credit Commitments prepay advances under the Term Loan Facility in an amount equal to such Incremental Revolving Credit Commitments (but not in excess of $100,000,000) and (ii) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1A) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Revolving Credit Commitment, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Incremental Revolving Credit Commitment, (1) the making representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of any Series of New Term Loans or the relevant Revolving Loans with respect Credit Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17(b), the representations and warranties contained in subsection (i) of Section 4.01(g) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan Commitmentsclause (b) and the Agent shall have received legal opinionsof Section 5.03, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness no Default or Event of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments Default exists or would exist after giving effect to such New Incremental Revolving Commitments hereunderCredit Commitment and the application of any proceeds thereof, and (ii3) each New all accrued fees and expenses of the Agents and the Lender Parties participating in such Incremental Revolving Credit Commitment shall be deemed for all purposes a “in connection with such Incremental Revolving Commitment” Credit Commitment (including the reasonable accrued fees and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect expenses of counsel to the New Revolving Commitment and all matters relating thereto and (ivAdministrative Agent as set forth in an invoice to be provided to the Borrowers from the Administrative Agent) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable paid. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to such Lender under Section 3.6(e2.10) hereof had Borrower made a prepayment to the extent necessary to keep the outstanding Revolving Credit Advances ratable with any revised Pro Rata Shares in respect of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon Revolving Credit Commitments arising from any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) Borrower shall become effective, deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VIII and the other Loan Documents are true and correct in all material respects (without duplication of any Series materiality qualifier set forth therein) on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier set forth therein) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 8.05 shall be limited deemed to customary refer to the most recent statements furnished pursuant to subsections (a) and (b) respectively, of Section 9.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Lender made at least five (5) days prior to the Increase Effective Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. If there shall be any nonratable increase in the Commitments under this Section, then Administrative Agent shall reallocate (and, solely for purposes thereof, Borrower shall be deemed to have paid) any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date outstanding Loans ratable with respect to any New Revolving Commitmentsrevised Applicable Percentages arising from such nonratable increase in the Total Credit Exposure of any Lender under this Section, there are any Revolving Loans outstanding, and Borrower shall execute and deliver such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting documents or instruments as Administrative Agent may require to evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increasedand to ratify Borrower’s continuing obligations hereunder and under the other Loan Documents, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatereplacement Note.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Domestic Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) no Default or Event of Default exists, (B) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by materiality standards, each in all respects) on and as of the conditions Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (C) on a pro forma basis after giving effect to the incurrence of any Revolving Credit Loans made on the Revolving Credit Increase Effective Date or the incurrence of any Incremental Term Loans made on the Incremental Term Advance Date, the Borrowers and their respective Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 8.2 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), (D) no less than 50% of the aggregate amount of the increase requested pursuant to Section 2.17(a) shall be satisfied (provided that in the case of any New have been fully subscribed for as an Incremental Term Loan Commitmentsby existing or new Incremental Term Lenders, the proceeds of which are being used to finance a Limited Condition Transaction, and (iE) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Administrative Agent shall have received legal opinions, board resolutions opinions relating to such increase and other closing certificates and documentation as may be reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 4.01. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and such other conditions as the parties thereto shall agree (provided that in the case of pay any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New revised Applicable Revolving Commitments, there are Credit Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effectivedeliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1A) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (1) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists. In connection with any Series of New Incremental Revolving Commitment, the Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. In connection with any Incremental Term Loans, such additional Term Loans or Revolving Loans with respect shall be made by the Term Lenders participating therein pursuant to the New Revolving Commitments, each of the conditions procedures set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.02.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, Borrower shall become effective, deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party with respect to the transactions contemplated hereunder (including such increase) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any Series materiality qualifiers therein) on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be limited deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and (B) no Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent and Borrower, to include such terms as are customary “specified representations” for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that any revised Applicable Percentages arising from any nonratable increase in the case Total Credit Exposure of any New Term Lender under this Section 2.15, and each Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of Party shall execute and deliver such documentary conditions shall be limited by customary “SunGard” provisions documents or instruments as Administrative Agent may reasonably require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject and to ratify each such Loan Party’s continuing obligations hereunder and under the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving other Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateDocuments.

Conditions to Effectiveness of Increase. Such New Commitments shall become effectiveAs a condition precedent to such increase, as of such Increased Amount Date; provided that (1i) both before and after giving effect to such increase, (A) the making representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists; and (ii) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that the conditions set forth in Section 8.2 2.15(e)(i) have been satisfied. To the extent that the increase of the Commitments shall take the form of a new term loan tranche, this Agreement shall be satisfied amended, in form and substance satisfactory to Administrative Agent and Borrower, to include such terms as are customary for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (provided that in the case of and pay any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject additional amounts required pursuant to Section 1.9, (ii3.05) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that any revised Applicable Percentages arising from any nonratable increase in the case Total Credit Exposure of any New Term Lender under this Section, and each Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of Party shall execute and deliver such documentary conditions shall be limited by customary “SunGard” provisions documents or instruments as Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject and to ratify each such Loan Party’s continuing obligations hereunder and under the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving other Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateDocuments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. To the extent that the increase of the Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, to include such terms as are customary “specified representations” for a term loan commitment. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions documents or instruments as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject and to ratify each such Loan Party’s continuing obligations hereunder and under the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving other Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateDocuments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations refer to an earlier date, in which case they are true and correct in all material respects as of such Increased Amount Date; provided earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (1a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) both before and after giving effect to the making of increase, no Default exists. The Borrower shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitmentsother customary documents (including, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitmentswithout limitation, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, any such increase. In connection with any increase in the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Aggregate Revolving Commitments, there are the Borrower shall prepay any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the Revolving Lenders ratably in accordance ratable with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Aggregate Revolving Commitment pursuant Commitments under this Section. In the event of any Term Loan, the Loan Parties and the Lenders providing such Term Loan shall enter into an amendment to this Section 2.8Agreement as is necessary to evidence the mechanics of such Term Loan and all issues related thereto, Schedule 1.1 shall be deemed amended including but not limited to, pricing and maturity of such Term Loan (but excluding any amendments to reflect such new this Agreement which would impact or modify the terms or conditions of the Revolving Commitment and Pro Rata Share Loans or give any Lenders of each Lender (any Term Loan greater rights than the Lenders of the Revolving Loans, including any New Revolving amendment to the representations, warranties, covenants and events of default which would make such provisions less restrictive than such provisions were prior to the date Increase Effective Date) and all Lenders not providing such Term Loan Lender), as thereby increased or decreased, as appropriatehereby consent to such limited scope amendment without future consent rights relating to such Term Loan.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by an Authorized Officer of such Increased Amount Date; provided that Loan Party (1a) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Credit Increase and (b) in the case of the Borrower, certifying that, before and after giving effect to the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsuch increase, (i) the satisfaction representations and warranties contained in Section 6 and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such conditions earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.1.7 shall be subject deemed to Section 1.9refer to the most recent statements furnished pursuant to Sections 8.3.1 and 8.3.2, respectively, (ii) no Default or Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan exists and is continuing and (iii) the Borrower and its Subsidiaries are in compliance on a pro forma basis with each of the financial covenants contained in Sections 8.2.14 and 8.2.15 (which, for the purposes of the pro forma calculation required herein, shall be determined regardless of whether the covenants in such Section would otherwise have been required to be tested pursuant to the terms thereof at such time). Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and shall constitute Revolving Credit Loans and Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and shall, without limiting the foregoing, benefit equally and ratably with the Obligations from the Guarantors and security interests created by the Security Documents. Upon each Revolving Credit Increase (x) each Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans, will, in each case, equal each Lender’s Ratable Share (after giving effect to such increase in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Revolving Credit Commitments) and (2y) if, on the Increased Amount Date with respect to any New Revolving Commitments, date of such increase there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall shall, on or prior to the effectiveness of such New Revolving Commitments Credit Increase, be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with amounts required to be paid pursuant to Section 3.6(e). On any date on which New Revolving Commitments are increased, subject 5.9.7 to the satisfaction of extent necessary to keep the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving outstanding Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, ratable with any revised Ratable Shares arising from such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateCredit Increase.

Conditions to Effectiveness of Increase. Such New As a condition precedent to the effectiveness of any Incremental Amendment, the Company shall deliver to the Administrative Agent (1) a certificate of a Responsible Officer of each Loan Party, dated as of the Incremental Closing Date, (i) attaching the resolutions adopted by such Loan Party approving or consenting to such increase of the Commitments shall become effective, and certifying that such resolutions are true and correct and in full force and effect as of such Increased Amount Date; provided that date, and (1ii) both in the case of the Company, certifying that, before and after giving effect to such increase of the making of any Series of New Term Loans or Revolving Loans Commitments, (A) the representations and warranties contained in Article VI and the other Loan Documents are (i) with respect to the New Revolving Commitmentsrepresentations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, each true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects on and as of the conditions set forth Incremental Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects, in each case, as of such earlier date, and except that for purposes of this Section 8.2 2.17, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in subsections (a), (b) and (j) of Section 6.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01; provided that in the case of any New Incremental Term Loan CommitmentsFacility, the proceeds of which are being will be used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefromAcquisition, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” (i) the representation and warranty that the Loans incurred pursuant to this Agreement are senior Indebtedness of the extent agreed to by Lenders providing such New Term Loan CommitmentsCompany and (ii) the Specified Representations, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that B) no Default or Event of Default (but in the case of any New Incremental Term Loan Commitments established in connection with Facility, the proceeds of which will be used to finance a Limited Condition TransactionAcquisition, no Default or Event of Default under Section 9.01(a), (f) or (g)) exists or would result from the satisfaction incurrence of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and Incremental Commitments or Incremental Loans, (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order a Pro Forma Compliance Certificate demonstrating that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after upon giving effect to such New Revolving Commitments hereunderincreased Commitments, the incurrence of Indebtedness related thereto (iito the extent of any borrowing as of the Incremental Closing Date) and any Permitted Acquisition, repayment of Indebtedness or other Specified Transaction consummated in connection therewith, in each New Revolving Commitment shall case on a Pro Forma Basis, the Loan Parties would be deemed in compliance with the Financial Covenants as of the end of the period of four fiscal quarters most recently ended for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, which the Company has either delivered financial statements pursuant to Section 7.01(a) or (iiib) each New Revolving Loan Lender shall become a “Lender” or with respect to fiscal periods ending prior to the New Revolving Commitment and all matters relating thereto Closing Date, for which the Company has filed financial statements with the SEC and (iv3) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held such legal opinions, officers’ certificates and/or reaffirmation agreements reasonably requested by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateAdministrative Agent.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Commitment Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) confirming its respective Guaranty and grant of security interest in the Collateral and agreeing that such Guaranty and such Collateral shall continue to be in full force and effect and shall guarantee and secure, as applicable, all of such Increased Amount Date; provided that the Obligations (1including with respect to any Incremental Revolving Credit Commitment made pursuant to this Section 2.14), (C) both in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects if qualified by materiality or “Material Adverse Effect”) on and as of any Series of New Term Loans or the Revolving Loans with respect Credit Commitment Increase Effective Date, except to the New extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects if qualified by materiality or “Material Adverse Effect”) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and 6.01(b), respectively, and (y) no Default or Event of Default exists and (D) after giving effect to such Incremental Revolving Commitments, each Credit Commitment on a Pro Forma Basis as of the conditions set forth in Section 8.2 last day of the most recently ended test period applicable to such covenants, certifying that the Borrower shall be satisfied in compliance with Sections 7.11(a) and (b) (assuming that the maximum Consolidated Leverage Ratio permitted at the time by such Section 7.11(b) was in fact 0.25:1.00 less than the applicable ratio actually provided that for in such Section 7.11(b) at such time (without giving effect to any increase in the case maximum Consolidated Leverage Ratio permitted pursuant to the final paragraph of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.97.11(b))), (ii) no Event of Default under Section 9.1(a), 9.1(b) the Borrower shall deliver or 9.1(j) shall exist at cause to be delivered any customary legal opinions or other documents reasonably requested by the time of, or would result therefrom, the making of Administrative Agent in connection with such New Term Loan Incremental Revolving Credit Commitment and (iii) in the case of Section 8.2(a) all fees and 8.2(b), such representations and warranties shall be limited to customary “specified representations” expenses owing to the extent agreed to by Lenders providing such New Term Loan Commitments) Administrative Agent and the Agent Lenders in respect of such Incremental Revolving Credit Commitment shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e)been paid. On any date on which New each Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order thatCredit Commitment Increase Effective Date, after giving effect to all the increase to the Aggregate Revolving Credit Commitments occurring on such assignmentsdate, such Revolving the Administrative Agent shall reallocate the outstanding Loans will be held by and the Revolving Credit Commitments among the Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned extent necessary to cause the outstanding Loans to conform to any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 2.14. In connection with any such reallocation the Borrower shall be deemed amended required to reflect pay any amounts that it would otherwise owe under Section 3.05 as a result of such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatereallocation.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any such increase under this Section 2.14, the Borrowers shall become effectivedeliver to the Administrative Agent (i) upon the request of any Lender, a Note evidencing such Lender’s aggregate portion, or the applicable increase to such Lender’s portion, of the Term B Loan or such Lender’s Revolving Commitment or any increase thereto, (ii) a certificate dated as of any Increase Closing Date signed by a Responsible Officer of the Parent (A) certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Increased Amount Date; provided that increase, (1B) both certifying that, before and after giving effect to such increase, (x) the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the applicable conditions set forth in Section 8.2 shall 4.02(a) and (b) will be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsatisfied, (iy) such increase is permitted senior Indebtedness under the satisfaction of such conditions shall be subject to Section 1.9existing Senior Subordinated Debt Documents and First Lien Obligations under the Second Lien Note Documents, and (iiz) no Event of Default default under Section 9.1(a), 9.1(b) the existing Senior Subordinated Debt Documents or 9.1(j) shall exist at the time of, Second Lien Note Documents has occurred and is continuing or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all the transactions contemplated by such assignmentsincrease, such Revolving Loans will be held by the Revolving Lenders ratably in accordance (iii) a pro-forma Compliance Certificate reflecting compliance with their Revolving Commitments Section 7.11 after giving effect to such New Revolving Commitments hereunderincrease, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) to the extent applicable, executed counterparts to a Conforming Amendment, and Borrower (v) payment of (A) all of the Administrative Agent’s legal fees and expenses incurred in connection with such increase and (B) the fees set forth in any applicable fee letter. In addition, the Borrowers shall compensate each existing Lender who shall have assigned prepay any portion Committed Loans outstanding on any Increase Closing Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans ratable with any Eurodollar Rate revised Revolving Percentages in respect of Committed Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon arising from any nonratable increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateCommitments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsuch increase, (iA) the satisfaction of such conditions shall be subject to Section 1.9, representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (ii) no Event of Default under Section 9.1(a), 9.1(b) other than any representation or 9.1(j) shall exist at the time of, warranty qualified by “materiality” or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such “Material Adverse Effect,” which representations and warranties shall be limited to customary “specified representations” true and correct in all respects) on and as of the Increase Effective Date, except to the extent agreed that such representations and warranties specifically refer to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitmentsearlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Agent most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered prepay any Committed Loans outstanding on the Closing Increase Effective Date under (and pay any additional amounts required pursuant to Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Committed Loans ratable with respect to any New Revolving Commitments, there are revised Applicable Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct in all respects for any such representations and warranties that are qualified by materiality) as of such earlier date and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05 shall be limited deemed to customary refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default exists and (ii) (x) upon the reasonable request of any Additional Lender made at least 10 business days prior to the Increase Effective Date, the Borrowers shall have provided to such Additional Lender, and such Additional Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 business days prior to the Increase Effective Date and (y) at least 5 business days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Additional Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each increasing Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the conditions set forth representations and warranties contained in Section 8.2 6.04 shall be satisfied (provided that in deemed to refer to the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject most recent financial statements furnished pursuant to Section 1.97.01(b), and (iiB) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, exists or would result therefromfrom such increase. In the event of an increase in the Revolving Credit Commitment in accordance with this Section, on the Increase Effective Date, the making of such New Term Loan Company shall borrow Revolving Credit Loans and prepay any outstanding Revolving Credit Loans from each Revolving Credit Lender (iiiand pay any additional amounts required pursuant to Section 3.05) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New outstanding Revolving Commitments, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on ratable amongst the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their respective revised Applicable Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Credit Percentages arising from any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment Credit Commitments under this Section. In the event of an increase in the Term Loans in accordance with this Section, the Company shall deliver to the Administrative Agent a Committed Loan Notice on the Increase Effective Date requesting the additional Term Loans (and notwithstanding anything in Section 2.02 to the contrary, the Administrative Agent shall only notify the Term Lenders participating in such additional Loans of such request) and the Term Lenders participating therein shall provide such Loans pursuant to this the procedures set forth in Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.02.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each increasing Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists or would result from such increase. In the event of an increase in the Revolving CommitmentsCredit Commitment in accordance with this Section, on the Increase Effective Date, the Company shall borrow Revolving Credit Loans and prepay any outstanding Revolving Credit Loans from each Revolving Credit Lender (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable amongst the Revolving Credit Lenders in accordance with their respective revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. In the event of an increase in the conditions Term A Loans in accordance with this Section, the Company shall deliver to the Administrative Agent a Committed Loan Notice on the Increase Effective Date requesting the additional Term A Loans (and notwithstanding anything in Section 2.02 to the contrary, the Administrative Agent shall only notify the Term A Lenders participating in such additional Loans of such request) and the Term A Lenders participating therein shall provide such Loans pursuant to the procedures set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.02.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (w) the Borrower shall become effective, deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Increased Amount Date; provided that increase, and (1ii) both certifying that, before and after giving effect to such increase or creation, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) an earlier date, in which case they are true and the Agent shall have received legal opinionscorrect in all material respects (or in all respects, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided case may be) as of such earlier date, and except that in the case for purposes of any New Term Loan Commitments established in connection with a Limited Condition Transactionthis Section 2.14, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) ifof Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default has occurred and is continuing or will result from such increase and the use of proceeds thereof and (C) the Borrower shall be in compliance, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments a Pro Forma Basis after giving effect to such New increase and the use of proceeds thereof, with the financial covenants set forth in Section 7.11 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01 (with respect to Incremental Revolving Commitments, assuming a full borrowing of the Incremental Revolving Loans thereunder), (x) to the extent that the increase of the Commitments shall take the form of Incremental Revolving Commitments, the terms and provisions of Loans made pursuant to such Incremental Revolving Commitments hereunder(the “Incremental Revolving Loans”) shall be identical to the Revolving Credit Loans and (y) to the extent that the increase of the Commitments shall take the form of an increase of the Term A Facility, (ii) each New the terms and provisions of the Incremental Term Loans made pursuant to such Incremental Term Loan Commitments shall be identical to the Loans of the Term A Facility. Unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Commitment Credit Loans or Term A Loans shall be deemed for to include references to Incremental Revolving Loans and Incremental Term Loans, as applicable, and all purposes a “Revolving Commitment” and each loan made thereunder references to Loans shall be deemeddeemed to include references to Incremental Revolving Loans and Incremental Term Loans, for all purposesin each case, a “made pursuant to any Incremental Revolving Loan”Commitments and Incremental Term Loan Commitments, (iii) each New Revolving Loan Lender shall become a “Lender” with respectively, made under this Section 2.14. With respect to the New Incremental Revolving Commitment Commitments, the Borrower shall prepay any Base Rate Loans outstanding on any Increase Effective Date and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in at the amount that would have been payable earlier of the end of the then current Interest Period with respect thereto or the occurrence of an Event of Default (and pay any additional amounts required pursuant to such Lender under Section 3.6(e3.05) hereof had Borrower made a prepayment of such Eurodollar Rate to the extent necessary to keep the outstanding Revolving Credit Loans by an amount equal to such assigned portion thereof. Upon ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. With respect to the Incremental Revolving Commitments, on any Increase Effective Date, each Revolving Credit Lender that increased its Revolving Credit Commitment pursuant to this Section 2.8, Schedule 1.1 2.14 and each Revolving Credit Lender that became a Revolving Credit Lender in connection with this Section 2.14 (i) will be deemed to have purchased a participation in each then outstanding Eurodollar Rate Loan that remains unpaid and Letter of Credit equal to its Applicable Revolving Credit Percentage of such Revolving Credit Loan or Letter of Credit and the participation of each other Revolving Credit Lender in such Letter of Credit shall be deemed adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Revolving Credit Lender, in immediately available funds, an amount equal to) its Applicable Revolving Credit Percentage of all Unreimbursed Amounts, including all L/C Borrowings. Incremental Revolving Commitments and Incremental Term Loan Commitments shall be evidenced by a joinder agreement satisfactory to the Administrative Agent and the Borrower. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Borrower (which amendment shall not require the consent of any Lender, other than any Lender participating in the applicable Incremental Revolving Commitments or Incremental Term Loan Commitments, as the case may be) in order to make any modifications, if necessary, to provide for Incremental Revolving Commitments and Incremental Term Loan Commitments and loans thereunder, including, for the avoidance of doubt, modifications to the amortization schedule to reflect any increase in the Term A Facility. Any upfront fees, arrangement fees or other similar fees for any Incremental Revolving Commitments or Incremental Term Loan Commitments shall be as agreed between the Borrower and the applicable lenders providing such new Incremental Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Commitments or Incremental Term Loan Lender), as thereby increased or decreased, as appropriateCommitments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that all respects in the case of any New Term Loan Commitmentsa representation or warranty containing a materiality qualifier) on and as of the Increase Effective Date, except to the proceeds of extent that such representations and warranties specifically refer to an earlier date, in which case they are being used to finance a Limited Condition Transaction, true and correct in all material respects (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in all respects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 8.2(a) and 8.2(b)2.16, such the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to Administrative Agent, to include such terms as are customary “specified representations” for a term loan commitment. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that any revised Applicable Percentages arising from any nonratable increase in the case Total Credit Exposure of any New Term Lender under this Section 2.16, and each Loan Commitments established Party shall execute and deliver such documents or instruments as Administrative Agent may reasonably require to evidence such increase in connection with a Limited Condition Transactionthe Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents. In addition, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Borrowers shall, to the extent agreed to requested by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving CommitmentsLender(s), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect deliver to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan LenderLender(s), as thereby increased or decreasedof the Increase Effective Date, as appropriatenew Notes representing the Commitment(s) of such Lender(s).

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to Agent a certificate of each Loan Party dated as of the Increase Closing Date signed by an Authorized Person of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the making representations and warranties of each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any Series of New Term Loans representations and warranties that already are qualified or Revolving Loans with respect modified by materiality in the text thereof) on the Increase Closing Date (except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited relate solely to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitmentsan earlier date), and (B) and the Agent no Default or Event of Default shall have received legal opinions, board resolutions occurred and other closing certificates reasonably requested by the Agent and consistent with those delivered be continuing on the Increase Closing Date, nor shall either result from the making thereof. The outstanding Advances and Pro Rata Shares of Swing Loans and Letters of Credit will be reallocated by Agent on the applicable Increase Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving among Lenders (including the New Revolving Loan Lenders, if anynew Lenders providing a portion of such increase) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving revised Pro Rata Shares and Lenders (including such new Lenders) agree (I) to make all payments and adjustments necessary to effect such reallocation and Borrowers shall pay any and all costs required pursuant to Section 2.12 in connection with such New Revolving Commitments hereunderreallocation as if such reallocation were a repayment and (II) without any further action or consent on the part of any Lender, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect any changes to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall Loan Documents as may be deemed amended necessary to reflect such new Revolving Commitment and Pro Rata Share increase, if any, that do not adversely affect the rights of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateLenders.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1A) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan Commitmentsclauses (a) and the Agent shall have received legal opinions(b), board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under respectively, of Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction6.01, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) ifno Default exists and (ii) pay to Agent, on for the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness account of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any each Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increasedtheir respective Applicable Percentages, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary an upfront fee in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any one eighth of one percent (0.125%) of the amount of the requested increase in the Revolving Commitment Aggregate Commitments. The upfront fee paid to each Lender will be solely for its own account and will be nonrefundable for any reason whatsoever when paid. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition to the foregoing, to the extent agreed that the increase of the Aggregate Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance satisfactory to by Lenders providing such New Term Loan Commitments) the Administrative Agent and the Agent Required Lenders, to include such terms as are customary for a term loan commitment. The Borrower shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered prepay any Committed Loans outstanding on the Closing Increase Effective Date under (and pay any additional amounts required pursuant to Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions 3.05) to the extent agreed necessary to by keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. The Applicable Percentages of the Lenders providing such New Term Loan Commitments) and (2) if, on shall be recalculated concurrently with the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment Aggregate Commitments pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.16.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any such increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) for the period of the conditions most recently completed four full fiscal quarters immediately preceding the Increase Effective Date, the Company is in compliance with the covenants set forth in Section 8.2 7.11, which certificate shall be satisfied (provided that prepared in good faith and in a manner and using such methodology which is consistent with the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject most recent financial statements delivered pursuant to Section 1.9, (ii) no Event of Default under 6.01 and the most recent Compliance Certificate delivered pursuant to Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a6.02(a) and 8.2(b), shall evidence such representations compliance in reasonable detail. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and warranties shall be limited pay any additional amounts required pursuant to customary “specified representations” Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Revolving Credit Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments of any Revolving Credit Lenders under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent (i) financial projections in form and substance reasonably acceptable to the Administrative Agent and each Lender participating in such increase and demonstrating compliance with the financial covenants set forth in Section 7.11 after giving effect to any Borrowing hereunder on the Increase Effective Date and (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1A) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) no Default shall have occurred and be continuing or be caused by any such increase in the Aggregate Commitments or any Borrowing hereunder on the Increase Effective Date. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), on and as of the Increase Effective Date, except to the extent that such representations refer to an earlier date, in which case they are true and correct in all material respects as of such Increased Amount Date; provided earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (1a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) both before and after giving effect to the making of increase, no Default exists. The Borrower shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitmentsother customary documents (including, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitmentswithout limitation, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, any such increase. In connection with any increase in the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Aggregate Revolving Commitments, there are the Borrower shall prepay any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the Revolving Lenders ratably in accordance ratable with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Aggregate Revolving Commitment pursuant Commitments under this Section. In the event of any Term Loan, the Loan Parties and the Lenders providing such Term Loan shall enter into an amendment to this Section 2.8Agreement as is necessary to evidence the mechanics of such Term Loan and all issues related thereto, Schedule 1.1 shall be deemed amended including but not limited to, pricing and maturity of such Term Loan (but excluding any amendments to reflect such new this Agreement which would give any Lenders of any Term Loan greater rights than the Lenders of the Revolving Commitment and Pro Rata Share of each Lender (Loans, including any New Revolving amendment to the representations, warranties, covenants and events of default which would make such provisions less restrictive than such provisions were prior to the date Increase Effective Date) and all Lenders not providing such Term Loan Lender), as thereby increased or decreased, as appropriatehereby consent to such limited scope amendment without future consent rights relating to such Term Loan.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied extent that (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i1) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) an earlier date, in which case they are true and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions correct as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and earlier date, (2) ifany representation or warranty that is already by its terms qualified as to “materiality”, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans “Material Adverse Effect” or similar language shall on effectiveness be true and correct in all respects as of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderqualification and (3) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Revolving Commitment Lender Joinder Agreement shall be deemed for all purposes a “Revolving Commitment” acknowledged and consented to in writing by the Administrative Agent, the Swing Line Lender and the L/C Issuer and (y) written confirmation from each loan made thereunder existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall be deemed, for all purposes, a “Revolving Loan”, acknowledged and consented to in writing by the Swing Line Lender and the L/C Issuer and (iii) each New Revolving Loan Lender the Borrower shall become a “Lender” with respect have paid to the New Revolving Commitment and all matters relating thereto and (iv) and MLPFS the fee required to be paid pursuant to the Fee Letter in connection therewith. The Borrower shall compensate each existing Lender who shall have assigned prepay any portion of Committed Loans outstanding on the Increase Effective Date (and pay any Eurodollar Rate additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Domestic Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible -88- Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) no Default or Event of Default exists, (B) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by materiality standards, each in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (C) on a pro forma basis after giving effect to the incurrence of any Revolving Credit Loans made on the Revolving Credit Increase Effective Date or the incurrence of any Incremental Term Loans made on the Incremental Term Loan Date, the Borrowers and their respective Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), (D) no less than 50% of the aggregate amount of the increase requested pursuant to Section 2.17(a) shall have been fully subscribed for as an Incremental Term Loan by existing or new Incremental Term Lenders, and (E) the other conditions set forth in this Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the 2.17 have been satisfied. The Administrative Agent shall have received legal opinions, board resolutions opinions relating to such increase and other closing certificates and documentation as may be reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 4.01. The Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and such other conditions as the parties thereto shall agree (provided that in the case of pay any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New revised Applicable Revolving Commitments, there are Credit Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, Borrower shall become effective, deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be limited deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 8.01, and (B) no Default exists. To the extent that the increase of the Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to Administrative Agent, to include such terms as are customary “specified representations” for a term loan commitment. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that any revised Applicable Percentages arising from any nonratable increase in the case Total Credit Exposure of any New Term Lender under this Section, and each Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of Party shall execute and deliver such documentary conditions shall be limited by customary “SunGard” provisions documents or instruments as Administrative Agent may require to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting evidence such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by Total Credit Exposure of any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject and to ratify each such Loan Party’s continuing obligations hereunder and under the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving other Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateDocuments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to the effectiveness of any Revolving Commitment Increase Amendment the Company shall become effective, as of such Increased Amount Date; provided that deliver to the Administrative Agent (1) both a certificate of each Loan Party dated as of the Revolving Commitment Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Revolving Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in subsections (a), (b) and (j) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) no Default or Event of Default exists, (2) a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increased Commitments, the incurrence of Indebtedness related thereto (to the extent of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each borrowing as of the conditions Revolving Commitment Increase Effective Date) and any Permitted Acquisition or repayment of Indebtedness consummated in connection therewith, in each case on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.2 shall be satisfied (provided that in 8.11 as of the case end of any New Term Loan Commitments, the proceeds period of four fiscal quarters most recently ended for which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject Company has either delivered financial statements pursuant to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b7.01(a) or 9.1(j(b) shall exist at or with respect to fiscal periods ending prior to the time ofClosing Date, or would result therefrom, for which the making of such New Term Loan Company has filed financial statements with the SEC and (iii3) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing officers’ certificates and/or reaffirmation agreements reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateAdministrative Agent.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) as of such Increased Amount Date; provided earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Sections 5.05(a) and (1c), and Section 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and Section 6.01(b), respectively, and (B) both before and after giving effect to the making Incremental Facility, no Default or Event of Default exists and (iii) on a Pro Forma Basis (assuming that such Incremental Facility is fully drawn and without netting of any Series of New Term Loans or Revolving Loans cash proceeds thereof in computing Consolidated Senior Secured Net Leverage Ratio), the Borrower shall be in Pro Forma Compliance with respect to the New Revolving Commitments, each of the conditions covenants set forth in Section 8.2 7.11 (and attaching a proforma Compliance Certification evidencing the calculations thereof). The Borrower shall deliver or cause to be satisfied delivered any other customary certificates and documents (provided that in the case of any New Term Loan Commitmentsincluding, the proceeds of which are being used to finance a Limited Condition Transactionwithout limitation, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions any Incremental Facility. The Borrower shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to prepay any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the ratable with any revised Applicable Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Percentages arising from any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate2.16.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Credit Party (1i) both certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such Incremental Increase, (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans representations and warranties contained in Article V and the other Credit Documents are true and correct in all material respects (or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitmentsa representation or warranty qualified by materiality, true and correct in all respects) on and as of the proceeds of which are being used Increase Effective Date, except to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.19 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default exists and is continuing and (C) the Borrower and its Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 6.16. To the extent agreed that any Incremental Increase shall take the form of an Incremental Term Loan, this Agreement shall be amended (without the need to by obtain the consent of any Lender or the L/C Issuer other than the Lenders providing such New Incremental Term Loans), in form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan Commitments(i) shall be no more restrictive than the corresponding terms set forth in the then existing Credit Documents without the express written consent of the Administrative Agent and the Agent Required Revolving Lenders and (ii) shall not contravene any of the terms of the then existing Credit Documents. Each Revolving Credit Increase shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions same terms as the parties thereto shall agree outstanding Revolving Loans and be part of the existing revolving credit facilities hereunder. Upon each Revolving Credit Increase (provided that x) each Lender having a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Lender’s Revolving Commitment Percentage (after giving effect to such increase in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Revolving Commitments) and (2y) if, on the Increased Amount Date with respect to any New Revolving Commitments, date of such increase there are any Revolving Loans outstanding, such Revolving Loans shall shall, on or prior to the effectiveness of such New Revolving Commitments Credit Increase, be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on any amounts required to be paid pursuant to Section 3.05 to the extent necessary to keep the outstanding Revolving Loans being prepaid and ratable with any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New revised Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, Credit Percentages arising from such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateCredit Increase.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrowers shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the on and as of the Revolving Increase Effective Date and, with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, on and as of the Revolving Increase Effective Date, and except (x) that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) except that such representations and warranties that relate solely to an earlier date shall be true and correct in all material respects as of such Increased Amount Date; provided that earlier date, and (1B) both before and after giving effect to the making of Incremental Facility, no Default exists. The Borrowers shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitmentsother customary documents (including, each of the conditions without limitation, legal opinions and such deliverables set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i4.01(j)) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions any Incremental Facility. The applicable Borrowers shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to prepay any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the Revolving Lenders ratably in accordance ratable with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New As a condition precedent to the effectiveness of any Incremental Amendment, the Company shall deliver to the Administrative Agent (1) a certificate of a Responsible Officer of each Loan Party, dated as of the Incremental Closing Date, (i) attaching the resolutions adopted by such Loan Party approving or consenting to such increase of the Commitments shall become effective, and certifying that such resolutions are true and correct and in full force and effect as of such Increased Amount Date; provided that date, and (1ii) both in the case of the Company, certifying that, before and after giving effect to such increase of the making of any Series of New Term Loans or Revolving Loans Commitments, (A) the representations and warranties contained in Article VI and the other Loan Documents are (I) with respect to the New Revolving Commitmentsrepresentations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, each true and correct, and (II) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects on and as of the conditions set forth Incremental Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are (x) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, true and correct, and (y) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects, in each case, as of such earlier date, and except that for purposes of this Section 8.2 2.17, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in clauses (a), (b) and (f) of Section 6.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01; provided that in the case of any New Incremental Term Loan CommitmentsFacility, the proceeds of which are being will be used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefromAcquisition, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” (i) the representation and warranty that the Loans incurred pursuant to this Agreement are senior Indebtedness of the extent agreed to by Lenders providing such New Term Loan CommitmentsCompany, and (ii) the Specified Representations, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that B) no Default or Event of Default (but in the case of any New Incremental Term Loan Commitments established in connection with Facility, the proceeds of which will be used to finance a Limited Condition TransactionAcquisition, no Default or Event of Default under Section 9.01(a), (f) or (g)) exists or would result from the satisfaction incurrence of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and Incremental Commitments or Incremental Loans, (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order a Pro Forma Compliance Certificate demonstrating that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after upon giving effect to such New Revolving Commitments hereunderincreased Commitments, the incurrence of Indebtedness related thereto (iito the extent of any borrowing as of the Incremental Closing Date) and any Permitted Acquisition, repayment of Indebtedness or other Specified Transaction consummated in connection therewith, in each New Revolving Commitment shall case on a Pro Forma Basis, the Loan Parties would be deemed in compliance with the Financial Covenant as of the end of the period of four fiscal quarters most recently ended for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, which the Company has either delivered financial statements pursuant to Section 7.01(a) or (iiib) each New Revolving Loan Lender shall become a “Lender” or with respect to fiscal periods ending prior to the New Revolving Commitment and all matters relating thereto Restatement Effective Date, for which the Company has filed financial statements with the SEC and (iv3) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held such legal opinions, officers’ certificates and/or reaffirmation agreements reasonably requested by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateAdministrative Agent.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct in all respects for any such representations and warranties that are qualified by materiality) as of such earlier date and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05 shall be limited deemed to customary refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default exists and (ii) (x) upon the reasonable request of any Additional Lender made at least 10 Business Days prior to the Increase Effective Date, the Borrowers shall have provided to such Additional Lender, and such Additional Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 Business Days prior to the Increase Effective Date and (y) at least 5 Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Additional Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (w) the Borrower shall become effective, deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Increased Amount Date; provided that increase, and (1ii) both certifying that, before and after giving effect to such increase or creation, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects (or in all respects, as the case may be) as of such earlier date, and except that for purposes of this Section 2.14, the conditions representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default has occurred and is continuing or will result from such increase and the use of proceeds thereof and (C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such increase and the use of proceeds thereof, with the financial covenants set forth in Section 8.2 7.11 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01 (with respect to Incremental Revolving Commitments, assuming a full borrowing of the Incremental Revolving Loans thereunder), (x) to the extent that the increase of the Commitments shall take the form of Incremental Revolving Commitments, the terms and provisions of Loans made pursuant to such Incremental Revolving Commitments (the “Incremental Revolving Loans”) shall be satisfied identical to the Revolving Credit Loans, (provided y) to the extent that in the case increase of any New the Commitments shall take the form of the creation of one or more new Incremental Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction final maturity date of any such conditions new tranche of Incremental Term Loan Commitments shall be subject to Section 1.9no earlier than the Maturity Date, (ii) no Event the weighted average life to maturity of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of any such New Incremental Term Loan Commitments shall be no shorter than the remaining weighted average life to maturity of the Revolving Credit Facility and (iii) the terms and provisions of the Incremental Term Loans shall be, except as to pricing, amortization and maturity, identical to the Revolving Credit Facility with such modifications as are appropriate to reflect the term loan nature of the Incremental Term Loans (for the avoidance of doubt, the Incremental Term Loans may, at the option of the Borrower, if set forth in the incremental joinder agreement, share in prepayments up to (but not to exceed) on a pro rata basis with the Revolving Credit Facility under Section 2.05); provided that if the Applicable Rate for any Incremental Term Loans exceeds the Applicable Rate for the Revolving Credit Facility by more than 50 basis points, then the Applicable Rate for the Revolving Credit Facility shall be increased to the extent necessary such that the Applicable Rate for such Incremental Term Loans less 50 basis points is equal to the Applicable Rate for the Revolving Credit Facility; provided, further, that in determining the Applicable Rate applicable to the Revolving Credit Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Revolving Credit Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four- year life to maturity); provided that if such Incremental Term Loans include a Base Rate or Eurodollar Rate “floor” greater than the Base Rate or Eurodollar Rate “floor” applicable to the Revolving Credit Facility, such increased amount shall be equated to Applicable Rate in a manner customary for financial institutions for purposes of determining whether an increase to the Applicable Rate for the Revolving Credit Facility shall be required, and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Revolving Credit Facility, or to one or more arrangers (or their affiliates) of the Incremental Term Loans, shall be excluded. Unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Credit Loans shall be deemed to include references to Incremental Revolving Loans and all references to Loans (except, in the case of Section 8.2(aIncremental Term Loans under newly-created Incremental Term Loan Commitments, with respect to pricing, maturity and amortization) and 8.2(b), such representations and warranties shall be limited deemed to customary “specified representations” include references to Incremental Revolving Loans and Incremental Term Loans, in each case, made pursuant to any Incremental Revolving Commitments and Incremental Term Commitments, respectively, made under this Section 2.14. With respect to the Incremental Revolving Commitments, the Borrower shall prepay any Base Rate Loans outstanding on any Increase Effective Date and all Eurodollar Rate Loans at the earlier of the end of the then current Interest Period with respect thereto or the occurrence of an Event of Default (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Credit Commitments under this Section 2.14. With respect to the Incremental Revolving Commitments, on any Increase Effective Date, each Revolving Credit Lender that increased its Revolving Credit Commitment pursuant to this Section 2.8, Schedule 1.1 2.14 and each Revolving Credit Lender that became a Revolving Credit Lender in connection with this Section 2.14 (i) will be deemed to have purchased a participation in each then outstanding Eurodollar Rate Loan that remains unpaid and Letter of Credit equal to its Applicable Percentage of such Revolving Credit Loan or Letter of Credit and the participation of each other Revolving Credit Lender in such Letter of Credit shall be deemed amended adjusted accordingly and (ii) will acquire (and will pay to reflect such new Revolving Commitment and Pro Rata Share the Administrative Agent, for the account of each Revolving Credit Lender, in immediately available funds, an amount equal to) its Applicable Percentage of all Unreimbursed Amounts, including all L/C Borrowings. Incremental Revolving Commitments and Incremental Term Loan Commitments shall be evidenced by a joinder agreement satisfactory to the Administrative Agent (it being understood and agreed that at the election of the Borrower, such additional commitments in respect of any Incremental Term Loan Commitments may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments, if any). Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Borrower (which amendment shall not require the consent of any Lender, other than any Lender (including any New participating in the applicable Incremental Revolving Commitments or Incremental Term Loan Lender)Commitments, as thereby increased or decreasedthe case may be) in order to make any modifications, as appropriateif necessary, to provide for Incremental Revolving Commitments and Incremental Term Loan Commitments and loans thereunder.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any such increase, the Borrower shall become effective(A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letters) required by the Fee Letters in connection with such increase in the Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase, and (IV) all “breakage” charges associated with reallocation of outstanding Loans pursuant to the funding of the Additional Term Loans; provided, however, that the Borrower shall not 83862495 pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Accordion Increase Effective Date signed by a Responsible Officer of or on behalf of such Increased Amount Date; provided that Loan Party (1I) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (II) in the case of the Borrower, certifying that, before and after giving effect to such increase and the making use of any Series the proceeds thereof, (x) the Borrower shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of New Term Loans or Revolving Loans with respect the Accordion Increase Effective Date, except to the New Revolving Commitments, each extent of changes resulting from matters permitted under the conditions set forth in Section 8.2 shall be satisfied (provided that Loan Documents or other changes in the case ordinary course of any New Term Loan Commitmentsbusiness not having a Material Adverse Effect, and except to the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be limited required to customary “specified representations” to the extent agreed to by Lenders providing be true and correct in all respects), as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided except that in the case for purposes of any New Term Loan Commitments established in connection with a Limited Condition Transactionthis Section, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment 5.05 shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to refer to the New Revolving Commitment and all matters relating thereto most recent statements furnished pursuant to clauses (a) and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lenderb), respectively, of Section 6.01, and (z) no Default or Event of Default exists as thereby increased or decreased, as appropriateof the Accordion Increase Effective Date.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any such increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party, dated as of the Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) for the period of the conditions most recently completed four full fiscal quarters immediately preceding the Increase Effective Date, the Company is in compliance with the covenants set forth in Section 8.2 7.11, which certificate shall be satisfied (provided that prepared in good faith and in a manner and using such methodology which is consistent with the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject most recent financial statements delivered pursuant to Section 1.9, (ii) no Event of Default under 6.01 and the most recent Compliance Certificate delivered pursuant to Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a6.02(a) and 8.2(b), shall evidence such representations and warranties compliance in reasonable detail. The Company shall deliver or cause to be limited to delivered any other customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received documents (including legal opinions, board resolutions documentation and other closing certificates information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree or any Revolving Lender (provided that in the case of including any New Term Loan Commitments established Additional Lender) in connection with a Limited Condition Transaction, any Incremental Facility. The Borrowers shall prepay any Loans outstanding on the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date with respect to any New Revolving Commitments, there are any outstanding Revolving Loans outstanding, such ratable with any revised Applicable Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid Percentages arising from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Facility under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsuch increase, (iA) the satisfaction of such conditions shall be subject to Section 1.9, representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (ii) no Event of Default under Section 9.1(a), 9.1(b) other than any representation or 9.1(j) shall exist at the time of, warranty qualified by “materiality” or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such “Material Adverse Effect,” which representations and warranties shall be limited to customary “specified representations” true and correct in all respects) on and as of the Increase Effective Date, except to the extent agreed that such representations and warranties specifically refer to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitmentsearlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Agent most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists, nor is any Protective Advance or Overadvance in existence under any Facility. The Borrowers shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered prepay any Loans outstanding on the Closing Increase Effective Date under (and pay any additional amounts required pursuant to Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Loans ratable 3775032.13 with respect to any New Revolving Commitments, there are revised Applicable Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to each such increase, (i) the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or (2) certifying that, as of such Increased Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (if such resolutions include approval to increase the Facility Amount Date; provided that to an amount at least equal to $500,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (1y) both in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the making representations and warranties made in this Agreement and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of any Series the Increase Effective Date (other than the representation in Section 6.05(c), which shall be made only as of New Term Loans or Revolving Loans with respect the Closing Date) except (A) to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsuch earlier date, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iiiB) in the case of Section 8.2(a) and 8.2(b), such the representations and warranties set forth on Exhibit E, which representations and warranties are true and correct with respect to each Pledged Asset subject only to any exceptions set forth in the Confirmation Statement with respect to such Pledged Assets and any Exception Notice with respect to such Pledged Assets which have been delivered to the Administrative Agent at least ten Business Days prior to the date of any such increase and (C) that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan Commitmentssubsections (a) and (b), respectively, of Section 7.01, and (2) no Default shall have occurred and is then continuing, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested (x) a New Lender Joinder Agreement duly executed by the Agent Borrower and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided each Eligible Assignee that in the case of any New Term Loan Commitments established is becoming a Lender in connection with a Limited Condition Transactionsuch increase, which New Lender Joinder Agreement shall (in order to be effective) be acknowledged and consented to in writing by the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) Administrative Agent and (2y) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid written confirmation from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lendersexisting Lender, if any) shall make , participating in such assignments increase of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans the amount by which its Commitment will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”increased, (iii) each New Revolving Loan the Borrower shall provide a Note to any new Lender shall become a “Lender” with respect to joining on the New Revolving Commitment and all matters relating thereto Increase Effective Date, if requested, and (iv) and the Borrower shall compensate each existing Lender who shall have assigned any portion paid to the Arranger, for the account of any Eurodollar Rate Loans previously held by such Lender compensation the Lenders participating in the amount that would have been payable increase, such upfront, commitment or other fees as are agreed to such Lender under Section 3.6(e) hereof had in writing by the Arranger and the Borrower made a prepayment on account of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateincrease.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the conditions representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) the Company is in pro forma compliance with the Consolidated Leverage Ratio covenant set forth in Section 8.2 7.11(b). The Borrowers shall be satisfied prepay any Committed Loans outstanding on the Increase Effective Date (provided that in the case of and pay any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject additional amounts required pursuant to Section 1.9, (ii3.05) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied extent that (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i1) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) an earlier date, in which case they are true and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions correct as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and earlier date, (2) ifany representation or warranty that is already by its terms qualified as to “materiality”, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans “Material Adverse Effect” or similar language shall on effectiveness be true and correct in all respects as of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderqualification and (3) that for purposes of this Section 2.14, the representation and warranty contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) or (b) of Section 6.01, and (B) no Default exists, (ii) the Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such increase, which New Revolving Commitment Lender Joinder Agreement shall be deemed for all purposes a “Revolving Commitment” acknowledged and consented to in writing by the Administrative Agent and the L/C Issuer and (y) written confirmation from each loan made thereunder existing Lender, if any, participating in such increase of the amount by which its Commitment will be increased, which confirmation shall be deemed, for all purposes, a “Revolving Loan”, acknowledged and consented to in writing by the L/C Issuer and (iii) each New Revolving Loan Lender the Borrower shall become a “Lender” with respect have paid to the New Revolving Commitment and all matters relating thereto and (iv) and Arranger the fee required to be paid pursuant to the Fee Letter in connection therewith. The Borrower shall compensate each existing Lender who shall have assigned prepay any portion of Revolving Credit Loans outstanding on the Increase Effective Date (and pay any Eurodollar Rate additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in the case of representations and warranties that contain a materiality qualification, or true and correct in all material respects in the case of representations and warranties that do not contain a materiality qualification, on and as of the Revolving Increase Effective Date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, as of such Increased Amount Date; provided earlier date), and except that for purposes of this Section, the representations and warranties contained in subsections (1a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the making of Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionother customary documents, (i) the satisfaction of such conditions shall be subject to Section 1.9including, (ii) no Event of Default under Section 9.1(a)without limitation, 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions any Incremental Facility. The Borrower shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to prepay any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the ratable with any revised Applicable Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Percentages arising from any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to an increase in the Revolving Credit Facility or the making of an Incremental Term Loan, the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase in the Revolving Credit Facility or making of an Incremental Term Loan, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase in the Revolving Credit Facility or making of any Series an Incremental Term Loan, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the conditions representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default exists and (C) the Company is in pro forma compliance with the Consolidated Leverage Ratio covenant set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a7.11(b), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with . With respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment Credit Facility, the Borrowers shall prepay any Revolving Credit Loans outstanding on the applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Increased Amount Date; provided that increase, and (1ii) both certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each of the conditions set forth in Section 8.2 which case they are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be satisfied (provided true and correct in all respects) as of such earlier date, and except that in the case for purposes of any New Term Loan Commitmentsthis Section 2.14, the proceeds representations and warranties contained in subsection (a) of which are being used Section 5.06 shall be deemed to finance a Limited Condition Transactionrefer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 shall be qualified by reference to the satisfaction absence of such conditions footnotes and shall be subject to Section 1.9year-end adjustments, and (iiB) no Event of Default under exists. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 9.1(a), 9.1(b3.05) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments (A) As a condition precedent to each Revolving Credit Increase, the Borrower shall become effectivedeliver to the Agent such documents as are reasonably requested by the Agent, including, but not limited to, documents of the type referred to in Section 8.1(b) (in each case, to the extent requested by the Agent) and a certificate of each Loan Party dated as of the Increase Effective Date, signed by an officer of such Increased Amount Date; provided that Loan Party reasonably acceptable to the Agent and (1I) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Credit Increase and (II) certifying that, before and after giving effect to such Revolving Credit Increase, (1) the making representations and warranties by any Loan Party contained herein or in any other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representation or warranty expressly relates to an earlier date, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the which case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited true and correct in all material respects (except that such materiality qualifier shall not be applicable to customary “specified representations” to the extent agreed to any representations and warranties that already are qualified or modified by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that materiality in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction text thereof) as of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and earlier date; (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans no Default or Event of Default shall on effectiveness of such New Revolving Commitments exist and be prepaid from the proceeds of additional Revolving Loans made hereunder continuing; and (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i3) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments Credit Increase (and treating any Revolving Credit Increase as fully drawn for such purpose), the Loan Parties are in compliance on a pro forma basis with the Financial Covenants set forth herein, in each case recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder. As a further condition precedent to any Revolving Credit Increase, (ii) the Borrower shall have paid all fees and expenses due hereunder or under any other Loan Document together with all fees and expenses due in connection with such Revolving Credit Increase, in each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemedcase, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect on or prior to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateIncrease Effective Date.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, as of such Increased Amount Date; provided that deliver to the Administrative Agent (1) both a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or Revolving Loans with respect to representations and warranties qualified by materiality, in all respects) on and as of the New Revolving CommitmentsCredit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (2) any consent of the Borrower reasonably requested by the Administrative Agent in connection with such increase under Section 2.15(f). In furtherance of the foregoing, each of the conditions set forth in Section 8.2 shall be satisfied (provided parties hereto hereby agrees that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reallocate the outstanding Revolving Credit Loans amongst the Lenders based on their respective Revolving Credit Commitments as may be reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided necessary to ensure that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New all Revolving Commitments, there Credit Loans are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably pro rata in accordance with their respective Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateCredit Commitments.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any such increase, the Borrower shall become effective(A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, and (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; (B) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf of such Increased Amount Date; provided that Loan Party (1I) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (II) in the case of the Borrower, certifying that, before and after giving effect to such increase and the making use of any Series the proceeds thereof, (x) the Loan Parties shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.10, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each extent of changes resulting from matters permitted under the conditions set forth in Section 8.2 shall be satisfied (provided that Loan Documents or other changes in the case ordinary course of any New Term Loan Commitmentsbusiness not having a Material Adverse Effect, and except to the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be limited required to customary “specified representations” to the extent agreed to by Lenders providing be true and correct in all respects), as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided except that in the case for purposes of any New Term Loan Commitments established in connection with a Limited Condition Transactionthis Section, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment 5.05 shall be deemed for all purposes to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (z) no Default or Event of Default exists as of the Increase Effective Date, and (C) at least three (3) days prior to such increase, cause any Loan Party that qualifies as a “Revolving Commitmentlegal entity customer” and under the 4887-6582-6072 v.11 Beneficial Ownership Regulation to deliver, to each loan made thereunder Additional Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. To the extent that the increase shall take the form of an Incremental Term Facility, this Agreement shall be deemed, for all purposes, a “Revolving Loan”, amended as provided in clause (iiivi) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatebelow.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or the Revolving Loans with respect Credit Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.14, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on of Section 5.05 shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder clauses (reflecting such increase in Revolving Commitmentsa) and (b), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with respectively, of Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions6.01, (iB) each of the Revolving Lenders no Default exists or would arise from such increase, and (including the New Revolving Loan Lenders, if anyC) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, increase (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in assuming that the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to increase was fully drawn), the Borrower would be in pro forma compliance with the requirements of Section 7.10 (assuming that such assigned portion thereof. Upon any increase in the Revolving Commitment Credit Facility is fully drawn and as set forth below). The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.8Section. If the proceeds from any increased or additional Revolving Credit Loans are to be used by the Borrower, Schedule 1.1 Holdings or any of their respective Subsidiaries to make any Acquisition and such Acquisition is to be consummated, or an acquisition agreement for such Acquisition is to be executed, as of the Revolving Increase Effective Date, then the pro forma calculation described above shall take into account the EBITDA of the Person, or attributable to the assets, acquired in such Acquisition for the applicable Measurement Period as set forth in the definition of “EBITDA” (including taking into account any pro forma expense and cost reductions as set forth therein). If the proceeds from any increased or additional Revolving Credit Loans are to be deemed amended used by the Borrower, Holdings or any of their respective Subsidiaries to reflect purchase, repay or otherwise satisfy any Indebtedness, then the pro forma calculation described above shall take into account such new Revolving Commitment and Pro Rata Share of each Lender repayment (including any New Revolving Loan Lenderprincipal reduction of such Indebtedness and any pro forma interest savings for the applicable Measurement Period as set forth in the definition of “EBITDA”), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments As conditions precedent to each such Incremental Facility, (i) the Borrower shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (x) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Facility or (2) certifying that, as of such Increased Amount Increase Effective Date; provided that , the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (1which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $1,500,000,000) both are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (y) in the case of the Borrower, certifying that, before and after giving effect to such Incremental Facility, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect such Increase Effective Date, except to the New Revolving Commitmentsextent that (1) such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects as of the conditions such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 8.2 2.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to subsections (provided that in the case a) and (b), respectively, of any New Term Loan CommitmentsSection 6.01, the proceeds of which are being used to finance a Limited Condition Transaction, and (i) the satisfaction of such conditions shall be subject to Section 1.9, (iiB) no Event of Default under Section 9.1(a)shall have occurred and is then continuing, 9.1(b(ii) or 9.1(jthe Administrative Agent shall have received (x) a New Lender Joinder Agreement duly executed by the Borrower and each Eligible Assignee that is becoming a Lender in connection with such Incremental Facility, which New Lender Joinder Agreement shall exist at be acknowledged and consented to in writing by the time ofAdministrative Agent, or would result therefrom, the making of such New Term Loan each Swing Line Lender and (iii) each L/C Issuer in the case of Section 8.2(aan Incremental Revolving Increase and (y) and 8.2(b)written confirmation from each existing Lender, if any, participating in such representations and warranties increase of the amount by which its Revolving Credit Commitment will be increased and/or the amount of the TL Tranche to be provided by it, which confirmation shall be limited acknowledged and consented to customary “specified representations” to in writing by each Swing Line Lender and each L/C Issuer in the extent agreed to case of an Incremental Revolving Increase, (iii) if requested by Lenders providing such New Term Loan Commitments) and the Administrative Agent or any new Lender or Lender participating in the Incremental Facility, the Administrative Agent shall have received legal opinionsa customary opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), board resolutions and other closing certificates reasonably requested by addressed to the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions each Lender, as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereundercustomary matters concerning the Incremental Facility, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) if requested by any new Lender joining on the Increase Effective Date, the Administrative Agent shall have received a Note executed by the Borrower in favor of such new Lender, and (v) the Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in paid to the amount that would have been payable Bookrunners the fee required to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment be paid pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriatethe Fee Letters in connection therewith.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct in all respects for any such representations and warranties that are qualified by materiality) as of such earlier date and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05 shall be limited deemed to customary refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default exists or would result therefrom and (ii) (x) upon the reasonable request of any Lender made at least 10 Business Days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 business days prior to the Increase Effective Date and (y) at least 5 Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to increase in the Revolving Credit Facility and/or the Term Facility pursuant to this Section 2.16, the Administrative Borrower shall become effectivedeliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date, as the case may be, signed by a Responsible Officer of such Increased Amount Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (ii) a certificate of the Administrative Borrower dated as of the Revolving Facility Increase Effective Date or the Term Facility Increase Effective Date; provided that (1) both , as the case may be, signed by a Responsible Officer of the Administrative Borrower certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) on and as of such Revolving Facility Increase Effective Date or the New Revolving CommitmentsTerm Facility Increase Effective Date, as the case may be, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (B) after giving effect to any such increase, the Borrowers shall be in compliance on a pro forma basis with each of the conditions its financial covenants set forth in Section 8.2 shall be satisfied 7.11, and (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (iiC) no Default or Event of Default under Section 9.1(a)has occurred and is continuing. The parties hereto agree that, 9.1(b) or 9.1(j) shall exist at the time of, or would result therefromnotwithstanding any other provision of this Agreement, the making of Administrative Agent, the Borrowers, each Increasing Revolver Lender and each other Revolving Credit Lender, as applicable, may make arrangements reasonably satisfactory to such New Term Loan and (iii) parties to cause an Increasing Revolver Lender to temporarily hold risk participations in the case Revolving Credit Loans of Section 8.2(athe other Revolving Credit Lenders (rather than fund its Applicable Revolving Credit Percentage of all outstanding Revolving Credit Loans concurrently with the applicable Revolving Facility Increase Effective Date) with a view toward minimizing breakage costs and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case transfers of any New Term Loan Commitments established funds in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment Credit Facility. The Borrowers acknowledges that if (despite any arrangements established pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lenderthe foregoing sentence), as thereby increased a result of a non-pro-rata increase in the Revolving Credit Commitments, any Eurodollar Rate Loans must be prepaid or decreasedconverted (in whole or in part) on a day other than the last day of an Interest Period therefor in order to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages, as appropriatethen such prepayment or conversion shall be subject to the provisions of Section 3.05.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in the case of representations and warranties that contain a materiality qualification, or true and correct in all material respects in the case of representations and warranties that do not contain a materiality qualification, on and as of the Revolving Increase Effective Date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, as of such Increased Amount Date; provided earlier date), and except that for purposes of this Section, the representations and warranties contained in subsections (1a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the making of Incremental Facility, no Default exists. The Company shall deliver or cause to be delivered any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionother customary documents, (i) the satisfaction of such conditions shall be subject to Section 1.9including, (ii) no Event of Default under Section 9.1(a)without limitation, 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates ) as reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions any Incremental Facility. The Company shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to prepay any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the ratable with any revised Applicable Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Percentages arising from any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (for distribution to each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be limited true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to any Incremental Increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Credit Party (1i) both certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such Incremental Increase, (ii) in the case of the Borrower, certifying that, before and after giving effect to such Incremental Increase, (A) the making of any Series of New Term Loans representations and warranties contained in Article V and the other Credit Documents are true and correct in all material respects (or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitmentsa representation or warranty qualified by materiality, true and correct in all respects) on and as of the proceeds of which are being used Increase Effective Date, except to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.19 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default or Event of Default exists and is continuing and (C) the Borrower and its Subsidiaries are in pro forma compliance with each of the financial covenants contained in Section 6.16. To the extent agreed that any Incremental Increase Exhibit 10.2 shall take the form of an Incremental Term Loan, this Credit Agreement shall be amended (without the need to by obtain the consent of any Lender other than the Lenders providing such New Incremental Term Loans), in form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each shall be substantially similar to the terms of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as existing Credit Documents and shall be necessary no more restrictive than the corresponding terms set forth in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving then existing Credit Documents without the express written consent of the Administrative Agent and the Required Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, and (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving not contravene any of the terms of the then existing Credit Documents. Each Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who Increase shall have assigned any portion of any Eurodollar Rate the same terms as the outstanding Tranche A Term Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender)or Tranche B Term Loans, as thereby increased or decreasedthe case may be, as appropriateand be part of the applicable existing term loan facility hereunder.

Conditions to Effectiveness of Increase. Such New Commitments (i) As a condition precedent to each Incremental Increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of the Company and, in connection with a Revolving Credit Increase, of each other Borrower, dated as of the Increase Effective Date, signed by a Responsible Officer of the Company or Borrower and (A) certifying and attaching the resolutions adopted by the Company or Borrower approving or consenting to such Increased Amount Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date; provided ) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the making incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.04 and (3) the representations and warranties of the Borrowers contained in Article V or any Series of New Term Loans other Loan Document, or Revolving Loans which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to the New Revolving Commitmentsrepresentations and warranties modified by a materiality or Material Adverse Effect standard, each in all respects) on and as of the conditions set forth in Section 8.2 shall be satisfied (provided Increase Effective Date, except to the extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.05(a) and (b) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan CommitmentsSections 6.01(a) and (b), respectively; provided that if such Incremental Increase is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the Agent above requirements were satisfied in accordance with Section 1.10. In addition, as a condition precedent to each Incremental Increase, the Company shall have received deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions, board resolutions and other closing certificates reasonably requested by opinions of the Agent and consistent with those type delivered on the Closing Date under Section 8.1 as are reasonably requested by, and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transactionform and substance reasonably satisfactory to, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to Administrative Agent (it being agreed that the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, forms delivered on the Increased Amount Closing Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitmentssatisfactory), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments shall become effectiveAs a condition precedent to such increase, as of such Increased Amount Date; provided that (1) both Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by an Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, to the extent any such resolutions are necessary, and (y) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Section 5 and the other Loan Documents are true, correct and complete in all material respects on and as of any Series the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true, correct and complete in all material respects as of New Term Loans or Revolving Loans such earlier date, and except that for purposes of this subsection 2.1A(iii), the representations and warranties contained in subsection 5.3 shall be deemed to refer to the most recent statements furnished pursuant to subsections 6.1(ii) and 6.1(iii); provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transactionsuch representation and warranty, (i) the satisfaction of such conditions shall be subject to Section 1.9, (iiB) no Default or Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, exists or would result therefrom, (C) demonstrating in reasonable detail Pro Forma Compliance with the making of such New Term Loan financial covenants set forth in subsection 7.5; and (iiiD) in certifying that the case of Section 8.2(aincreased Commitments will be “senior debt” (or any similar term) and 8.2(b), such representations and warranties shall be limited to customary “specified representationsdesignated senior debt” to the extent agreed to by Lenders providing such New Term Loan Commitments(or any similar term) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered under any Subordinated Indebtedness outstanding on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) Increase Effective Date; and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied other documents and instruments as reasonably requested by accrued interest on the Revolving Loans being prepaid and any costs incurred by Administrative Agent or any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving increasing its Commitment pursuant to this Section 2.8, Schedule 1.1 subsection 2.1A(iii). Borrower shall be deemed amended prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to reflect such new Revolving Commitment and subsection 2.6D) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Share of each Lender (including Shares arising from any New Revolving Loan Lendernonratable increase in the Commitments under this subsection 2.1A(iii), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New The effectiveness of any Additional Commitments Amendment shall become effectivebe subject to the Administrative Agent’s receipt of each of the following (each in form and substance reasonably satisfactory to the Administrative Agent): (i) the applicable Additional Commitments Amendment; (ii) unless waived by the Additional Lenders party to such Additional Commitments Amendment, as a certificate of each Loan Party signed by a Responsible Officer of such Increased Amount Date; Loan Party certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to the Additional Commitments Amendment and the Additional Commitments provided that (1) both thereby, and in the case of each Borrower, certifying that, before and after giving effect to the making Additional Commitments Amendment and the Additional Commitments provided thereby, (A) the representations and warranties of any Series each Borrower contained in Article V and each Loan Party contained in each other Loan Document are true and correct in all material respects on and as of New Term such Additional Commitments Effective Date, except that (1) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date) and (3) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or will result from the Additional Loans or Revolving Loans with respect to from the New Revolving Commitments, each application of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan thereof; and (iii) in a favorable opinion of counsel for the case of Section 8.2(a) and 8.2(b)Loan Parties, such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, addressed to the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Additional Lenders, if any) and in form and substance reasonably satisfactory to the Administrative Agent. The Borrowers shall make such assignments of Revolving prepay any Committed (USD) Loans outstanding on such date as shall be necessary in order that, after giving effect the Additional Commitments Effective Date (and pay any additional amounts required pursuant to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (iiSection 3.05) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and extent necessary to keep the outstanding Committed (ivUSD) and Borrower shall compensate each existing Lender who shall have assigned Loans ratable with any portion of revised Applicable (USD) Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to USD Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect and the Borrowers may use advances from the Lenders having new or increased commitments for such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateprepayment.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to each Incremental Increase, the Company and, in connection with a Revolving Credit Increase, each other Borrower, shall become effective, (x) deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company or Borrower, if applicable, (i) certifying and attaching the 66 resolutions adopted by the Company or Borrower approving or consenting to such Increased Amount Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date; provided that ), and (1ii) both certifying that, before and after giving effect to such Incremental Increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.11(a) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan CommitmentsSections 6.01(a) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (6.01(b); provided that any representation and warranty qualified by materiality, Material Adverse Effect or similar language shall be true and correct (after giving effect to any qualification therein) in all respects, (B) the case Company is in pro forma compliance with the financial covenants contained in Section 7.15 and (C) no Default or Event of any New Term Loan Commitments established Default exists; provided that if such Incremental Increase is being provided in connection with a Limited Condition Transaction, such certificate shall provide that the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender above requirements were satisfied in accordance with Section 3.6(e). On 1.10 and (y)(A) upon the reasonable request of any date on which New Revolving Commitments are increased, subject Person providing such Incremental Increase made at least ten days prior to the satisfaction date of such extension, the foregoing terms Company shall have provided to such Person the documentation and conditionsother information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, (i) each of the Revolving Lenders (including the New Revolving Loan LendersAct, in each case at least five days prior to the Increase Effective Date and (B) at least five days prior to the date of such extension, if any) any applicable Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the applicable Borrower shall make such assignments of Revolving deliver a Beneficial Ownership Certification to the Person so requesting. The Borrowers shall prepay any Committed Loans outstanding on such date as shall be necessary in order that, after giving effect the Increase Effective Date (and pay any additional amounts required pursuant to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (iiSection 3.05) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned extent necessary to keep the outstanding Committed Loans ratable with any portion of revised Applicable Percentages arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New As a condition precedent to the effectiveness of any Incremental Amendment, the Company shall deliver to the Administrative Agent (1) a certificate of a Responsible Officer of each Loan Party, dated as of the Incremental Closing Date, (i) attaching the resolutions adopted by such Loan Party approving or consenting to such increase of the Commitments shall become effective, and certifying that such resolutions are true and correct and in full force and effect as of such Increased Amount Date; provided that date, and (1ii) both in the case of the Company, certifying that, before and after giving effect to such increase of the making of any Series of New Term Loans or Revolving Loans Commitments, (A) the representations and warranties contained in Article VI and the other Loan Documents are (I) with respect to the New Revolving Commitmentsrepresentations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, each true and correct and (II) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects on and as of the conditions set forth Incremental Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are (x) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, true and correct and (y) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, true and correct in all material respects, in each case, as of such earlier date, and except that for purposes of this Section 8.2 2.17, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in subsections (a), (b) and (f) of Section 6.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01; provided that in the case of any New Incremental Term Loan CommitmentsFacility, the proceeds of which are being will be used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefromAcquisition, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” (i) the representation and warranty that the Loans incurred pursuant to this Agreement are senior Indebtedness of the extent agreed to by Lenders providing such New Term Loan CommitmentsCompany and (ii) the Specified Representations, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that B) no Default or Event of Default (but in the case of any New Incremental Term Loan Commitments established in connection with Facility, the proceeds of which will be used to finance a Limited Condition TransactionAcquisition, no Default or Event of Default under Section 9.01(a), (f) or (g)) exists or would result from the satisfaction incurrence of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and Incremental Commitments or Incremental Loans, (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order a Pro Forma Compliance Certificate demonstrating that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after upon giving effect to such New Revolving Commitments hereunderincreased Commitments, the incurrence of Indebtedness related thereto (iito the extent of any borrowing as of the Incremental Closing Date) and any Permitted Acquisition, repayment of Indebtedness or other Specified Transaction consummated in connection therewith, in each New Revolving Commitment shall case on a Pro Forma Basis, the Loan Parties would be deemed in compliance with the Financial Covenant as of the end of the period of four fiscal quarters most recently ended for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, which the Company has either delivered financial statements pursuant to Section 7.01(a) or (iiib) each New Revolving Loan Lender shall become a “Lender” or with respect to fiscal periods ending prior to the New Revolving Commitment and all matters relating thereto Restatement Effective Date, for which the Company has filed financial statements with the SEC and (iv3) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held - 70 - such legal opinions, officers’ certificates and/or reaffirmation agreements reasonably requested by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateAdministrative Agent.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1i) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect to representations and warranties contained in Article IV and the New Revolving Commitments, each other Loan Documents are true in all material respects on and as of the conditions set forth in Section 8.2 shall be satisfied (provided that in the case of any New Term Loan CommitmentsIncrease Effective Date, the proceeds of which are being used to finance a Limited Condition Transaction, except (i) the satisfaction of that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such conditions shall be subject to Section 1.9representation or warranty is true in all respects, (ii) no Event to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true in all material respects as of Default under Section 9.1(asuch earlier date (unless a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, in which case such representation or warranty is true in all respects), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in that for purposes of this Section 2.17 the case of Section 8.2(a) and 8.2(b), such representations and warranties contained in Section 4.5(a) shall be limited deemed to customary “specified representations” refer to the extent agreed most recent statements furnished pursuant to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments6.1(a) and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitmentsb), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid respectively, and any costs incurred by any Lender in accordance with Section 3.6(e)(B) no Default exists. On any date on which New the Increase Effective Date, each Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Credit Lender increasing its Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Credit Commitment pursuant to this Section 2.82.17shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, Schedule 1.1 for the benefit of the other Revolving Credit Lenders, to be required in order to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages in respect of the Revolving Credit Facility arising from any nonratable increase in the Revolving Credit Commitments under this Section. To the extent that any Revolving Credit Lender’s Revolving Loans are reduced as a result of the increase in the Revolving Credit Commitments, the Borrower shall be deemed amended to reflect have repaid and reborrowed all such new Revolving Commitment Loans outstanding on the Increase Effective Date (and Pro Rata Share of each Lender (including pay any New Revolving Loan Lenderadditional amounts required pursuant to Section 3.3), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate with respect to each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such Increased Amount Date; provided that increase, and (1y) both certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, provided, however, that for these purposes, the reference to Closing Date in the representation and warranty in Section 5.06(b) shall be limited deemed to customary “specified representations” be a reference to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinionsIncrease Effective Date, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2B) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness no Default or Event of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments Default exists or would exist after giving effect to such New Revolving Commitments hereunderincrease, and (ii) each New Revolving Commitment (x) upon the reasonable request of any Lender made at least 3 days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Lender shall be deemed for all purposes reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Increase Effective Date and (y) at least 2 days prior to the Increase Effective Date, any Loan Party that qualifies as a “Revolving Commitmentlegal entity customer” and under the Beneficial Ownership Regulation shall have delivered, to each loan made thereunder shall be deemed, for all purposesLender that so requests, a “Revolving Loan”, Beneficial Ownership Certification in relation to such Loan Party. The Company shall prepay any Loans outstanding on the Increase Effective Date (iiiand pay any additional amounts required pursuant to Section 3.05) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned extent necessary to keep the outstanding Loans ratable with any portion of revised Pro Rata Shares arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrowers shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of effectiveness of such Increased Amount increase (the “Increase Effective Date; provided that ”) (1in sufficient copies for each Lender) both signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in §7 and the other Loan Documents are true and correct on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this §2.11, the representations and warranties contained in §7.4.2 shall be limited deemed to customary “specified representations” refer to the extent agreed to by Lenders providing such New Term Loan Commitments) and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions most recent statements furnished to the extent agreed to by Lenders providing such New Term Loan CommitmentsLenders, (B) and no Default or Event of Default exists, (2C) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction sum of the foregoing terms and conditions, (i) each outstanding amount of the Revolving Lenders Credit Loans (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all amounts requested on the Increase Effective Date) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such assignments, time and (ii) the Borrowing Base at such time and (D) the sum of the outstanding amount of the CAI Revolving Credit Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI do not exceed the lesser of (A) the Total Commitment at such New time and (B) the Domestic Borrowing Base at such time. The applicable Borrower shall prepay any Revolving Commitments hereunder, Credit Loans outstanding on the Increase Effective Date (iiand pay any additional amounts required pursuant to §5.9) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned Percentages arising from any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Company shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct in all respects for any such representations and warranties that are qualified by materiality) as of such earlier date and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05 shall be limited deemed to customary refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default exists and (ii) (x) upon the reasonable request of any Additional Lender made at least 10 Business Days prior to the Increase Effective Date, the Borrowers shall have provided to such Additional Lender, and such Additional Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “specified representationsknow your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 business days prior to the Increase Effective Date and (y) at least 5 Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Additional Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Committed Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Appropriate Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties of the Borrower and each other Loan Party contained in Article V or any Series other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of New Term Loans or Revolving Loans with respect the Increase Effective Date, except (1) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, and (2) to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this clause (i)(y)(A), the conditions set forth representations and warranties contained in clauses (a) and (b) of Section 8.2 5.05 shall be satisfied deemed to refer to the most recent statements furnished pursuant to clauses (provided a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists or would result therefrom; provided, that in the case of any New Term Loan Commitments, event that the proceeds of which Loans incurred in connection with such increased Commitments are being used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments may agree to a customary “Limited Condition TransactionConditionality Provision”, (iii) to the extent that the increase of the Aggregate Commitments shall take the form of a new revolving loan tranche, such Revolving Commitments and Revolving Loans shall be on the same terms (as amended from time to time) (including interest rate margin and maturity date, but excluding arrangement, structuring, upfront and underwriting fees with respect to such Revolving Loans) as, and pursuant to documentation applicable to, the initial Revolving Commitments and Revolving Loans and any new Lenders providing such additional Revolving Commitments shall consent to the provisions herein relating to the Automatic Guaranty Release, and (iii) to the extent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory -58- to the Administrative Agent, the Lenders providing such term loan, and the Borrower, to include such terms as are customary for a term loan commitment, including maturity, pricing and yield, amortization, voting, pro rata sharing and other terms and provisions; provided, however, that except as further set forth herein, such term loans shall be treated substantially the same as the Term Loans then outstanding (including with respect to mandatory and voluntary prepayments); provided, further, that (1) the satisfaction final maturity date of any such conditions new term loan shall be determined by the Lenders providing such term loan and the Borrower but shall in no event be earlier than the latest maturity date of the Term Loans then outstanding, (2) the Weighted Average Life to Maturity of any such term loan shall be determined by the Lenders providing such term loan and the Borrower but shall in no event be shorter than the Weighted Average Life to Maturity of any of the Term Loans then outstanding, (3) any such new term loan shall rank pari passu or junior in right of payment with the Revolving Loans and the Term Loans then outstanding and shall be subject to Section 1.9mandatory prepayment on a pari passu or less than pari passu basis with the Term Loans then outstanding, (ii4) no Event of Default under Section 9.1(a)the Borrower may appoint a different administrative agent with respect to a new term loan tranche to refinance the Existing Japanese Yen Loan if such tranche is denominated in Yen, 9.1(b(5) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed to by any new Lenders providing such New Term Loan Commitmentsadditional term loans shall consent to the provisions herein relating to the Automatic Guaranty Release, and (6) the pricing (including interest rate margins, any interest rate floors, original issue discount and the Agent upfront fees) shall have received legal opinions, board resolutions and other closing certificates reasonably requested be determined by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) new term loan and (2) if, on the Increased Amount Date with respect Borrower. To the extent necessary to any New Revolving Commitments, there are any keep the outstanding Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments be prepaid from under this Section, either (a) the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment Borrower shall be accompanied by accrued interest on the Revolving Loans being prepaid and prepay any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Increase Effective Date or (b) the Revolving Lenders ratably in accordance with whose Applicable Percentages have decreased may assign a portion of their Revolving Commitments after giving effect Loans to such New other Revolving Commitments hereunder, (ii) Lenders whose Applicable Percentages have increased; provided that in each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to case the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned pay any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment additional amounts required pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate3.05.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective(A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by Paragraph 1 of the Fee Letter in connection with such increase in the Facility, (II) to the Administrative Agent for the account of Lenders participating in the increase of the Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower pursuant to the terms and conditions set forth in Paragraph 2 of the Fee Letter for the Revolving Credit Facility, and (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1I) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (II) in the case of the Borrower, certifying that, before and after giving effect to such increase, (y) the making representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitments, each extent of changes resulting from matters permitted under the conditions set forth in Section 8.2 shall be satisfied (provided that Loan Documents or other changes in the case ordinary course of any New Term Loan Commitmentsbusiness not having a Material Adverse Effect, and except to the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct, in all material respects, as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided except that in the case for purposes of any New Term Loan Commitments established in connection with a Limited Condition Transactionthis Section, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment Section 5.05 shall be accompanied by accrued interest on deemed to refer to the Revolving Loans being prepaid most recent statements furnished pursuant to clauses (a) and any costs incurred by any Lender in accordance with (b) , respectively, of Section 3.6(e). On any 6.01, and (z) no Default or Event of Default exists as of the date on which New Revolving Commitments are increased, subject such increase is to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) occur. The Borrower shall make such assignments of prepay any Committed Revolving Loans outstanding on such date as shall be the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary in order that, after giving effect to all such assignments, such keep the outstanding Revolving Loans will be held by the Revolving Lenders ratably in accordance ratable with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of revised Pro Rata Shares arising from any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Credit Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.

Conditions to Effectiveness of Increase. Such New Commitments Any such increase shall become effective, be subject to the following additional conditions: (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Increased Amount Date; provided that Loan Party (1x) both certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any Series of New Term Loans or the Revolving Loans with respect Credit Increase Effective Date, except to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied (provided extent that in the case of any New Term Loan Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be limited deemed to customary “specified representations” refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default shall have occurred and be continuing as of the date of such notice given in accordance with Section 2.14(a) and both immediately before and after giving effect thereto as of the Revolving Credit Increase Effective Date; (ii) the increase in Aggregate Commitments shall be on the same terms and conditions as this Agreement (except with respect to upfront or similar fees payable to the Lenders providing such increase and arrangement fees), including benefiting from the same guarantees and secured by the same liens and Collateral; (iii) the increase in Aggregate Commitments, to the extent agreed arising from the admission of an Eligible Assignee as a Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by Lenders providing such New Term Loan Commitmentsthe Borrower, the new Lender(s) and the Agent Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) neither the funding of such increase (assuming that the Aggregate Commitments as so increased are fully drawn) nor the existence of the Liens securing the same would exceed 95% of any applicable limitation under the Term Loan Documents or any other agreement governing material Indebtedness for borrowed money of the Loan Parties and their Subsidiaries; (v) the Borrower shall pay all reasonable and documented out-of-pocket fees and expenses in connection with the increase in Aggregate Commitments, including payments required pursuant to Section 3.05 in connection with the increase; and (vi) the Borrower shall have received legal opinionsdelivered all customary agreements, board resolutions certificates, opinions and other closing certificates customary documents reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, such increase. The Borrower shall prepay any Revolving Credit Loans outstanding on the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and (2) if, on keep the Increased Amount Date outstanding Revolving Credit Loans ratable with respect to any New Revolving Commitments, there are revised Applicable Percentages arising from any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any nonratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8Section, Schedule 1.1 shall be deemed amended to reflect and the Borrower may use advances from Lenders having new or increased Commitments for such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateprepayment.

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Company shall become effectivedeliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase (it being understood and agreed that, as to any Loan Party as of the Closing Date, the resolutions adopted by such Increased Amount Date; provided that Loan Party and delivered pursuant to Section 4.01(a)(ii) of this Agreement shall satisfy this condition), and (1ii) both in the case of the Company and the Borrower, certifying that, before and after giving effect to such increase, (A) the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each representations and warranties of the conditions set forth Company and the Borrower contained in Section 8.2 shall be satisfied Article V and the representations and warranties of each Loan Party contained in each other Loan Document are true and correct in all material respects (provided that or, in the case of any New Term Loan Commitmentsrepresentations and warranties already qualified by materiality, in all respects) on and as of the proceeds of which are being used Increase Effective Date, except to finance a Limited Condition Transaction, (i) the satisfaction of such conditions shall be subject to Section 1.9, (ii) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan and (iii) in the case of Section 8.2(a) and 8.2(b), extent that such representations and warranties shall be limited specifically refer to customary “specified representations” to the extent agreed to by Lenders providing an earlier date, in which case they are true and correct as of such New Term Loan Commitments) earlier date, and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under except that for purposes of this Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction2.16, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitmentsrepresentations and warranties contained in subsections (a) and (2b) if, on of Section 5.05 shall be deemed to refer to the Increased Amount Date with respect most recent statements furnished pursuant to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder clauses (reflecting such increase in Revolving Commitmentsa) and (b), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid respectively, of Section 6.01, and any costs incurred by any Lender in accordance with Section 3.6(e)(B) no Default exists. On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditionseach Increase Effective Date, (i) each relevant Added Lender and Increasing Lender that is participating in the increase of the Revolving Lenders (including Aggregate Commitment shall make available to the New Revolving Loan Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary being required in order thatto cause, after giving effect to all such assignmentsincrease and the application of such amounts to make payments to such other relevant Lenders, such Revolving the outstanding Committed Loans will (and risk participations in outstanding Swing Line Loans and L/C Obligations) to be held ratably by the Revolving all Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunderthe revised Applicable Percentages, and (ii) each New Revolving Commitment the Borrower shall be deemed for all purposes a “Revolving Commitment” to have prepaid and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect reborrowed the outstanding Committed Loans as of such Increase Effective Date to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in extent necessary to keep the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Revolving Commitment pursuant to this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.outstanding Committed

Conditions to Effectiveness of Increase. Such New Commitments As a condition precedent to such increase, the Borrower shall become effective, deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (i) certifying and attaching the resolutions adopted by such Increased Amount Date; provided that Loan Party approving or consenting to such increase, and (1ii) both in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the making representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of any Series of New Term Loans or Revolving Loans with respect the Increase Effective Date, except to the New Revolving Commitmentsextent that such representations and warranties specifically refer to an earlier date, each of the conditions set forth in Section 8.2 which case they are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be satisfied (provided true and correct in all respects) as of such earlier date, and except that in the case for purposes of any New Term Loan Commitmentsthis Section 2.14, the proceeds representations and warranties contained in subsection (a) of which are being used Section 5.06 shall be deemed to finance a Limited Condition Transactionrefer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 shall be qualified by reference to the satisfaction absence of such conditions footnotes and shall be subject to Section 1.9year-end adjustments, (iiB) no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) shall exist at the time of, or would result therefrom, the making of such New Term Loan exists and (iiiC) the Company and its Subsidiaries are in pro forma compliance with the case of financial covenants contained in Sections 7.10, 7.11, and 7.12. The Company and the Foreign Borrower, as applicable, shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.2(a3.05) and 8.2(b), such representations and warranties shall be limited to customary “specified representations” to the extent agreed necessary to by Lenders providing such New Term Loan Commitments) and keep the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent outstanding Revolving Credit Loans ratable with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree (provided that in the case of any New Term Loan Commitments established in connection with a Limited Condition Transaction, the satisfaction of such documentary conditions shall be limited by customary “SunGard” provisions to the extent agreed to by Lenders providing such New Term Loan Commitments) and (2) if, on the Increased Amount Date with respect to revised Applicable Percentages arising from any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders (including the New Revolving Loan Lenders, if any) shall make such assignments of Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such New Revolving Commitments hereunder, (ii) each New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, for all purposes, a “Revolving Loan”, (iii) each New Revolving Loan Lender shall become a “Lender” with respect to the New Revolving Commitment and all matters relating thereto and (iv) and Borrower shall compensate each existing Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any non-ratable increase in the Revolving Commitment pursuant to Commitments under this Section 2.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriateSection.