Common use of Incremental Borrowings Clause in Contracts

Incremental Borrowings. (a) At any time or from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request (A) prior to the Maturity Date of the Dollar Revolving Credit Facility, one or more increases in the amount of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental Commitments”). Each Incremental Commitment shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually (or such lesser Dollar Amount which shall be approved by Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth in the next sentence), and integral Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the Incremental Commitments shall not exceed the greater of (x) $150,000,000 and (y) the amount of Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Commitments (and, in each case, with respect to any New Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available under such New Revolving Commitment and any New Revolving Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer and the Swing Line Lender, and each of which shall be recorded in the Register; (4) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable, and (5) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Incremental Borrowings. (a) At The Borrower may at any time or from time to time after the Closing ClosingAmendmentAmendment No. 2 Effective Date, the Borrower may by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount additional tranches of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental CommitmentsLoans”); provided that, subject to the Limited Condition Acquisition provisions, at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall exist. Each tranche of Incremental Commitment Loans shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually 25,000,000 (or provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), and integral Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Commitments Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) the aggregate principal amount of Permitted Ratio Debt incurred in reliance on clauses (x) or (y) of the definition of Maximum Incremental Amount, shall not exceed the greater Maximum Incremental Amount. (a) The Incremental Loans shall rank pari passu in right of payment and of security with the Loans, (b) the Incremental Loans shall not mature earlier than the Original Loan Maturity Date, (c)Maturity Date; provided that (x) $150,000,000 customary bridge facilities so long as the long-term debt into which any such customary bridge facility is to be converted satisfies the foregoing and (y) up to the greater of an amount, when aggregated with the amount of all other indebtedness incurred in reliance on the Inside Maturity Exception, equal to (1) $180 million and (2) 50% of Consolidated EBITDA for the most recent Test Period determined on a Pro Forma Basis (the “Inside Maturity Exception”) may have a maturity date that is earlier than the final maturity of the Term Facility, (c) subject to the Inside Maturity Exception, the Weighted Average Life to Maturity of any Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio Loans shall be no greater shorter than 3.75 to 1.0 as that of the end then-existing Loans, (d) subject to clauses (b) and (c) above, the amortization schedule applicable to any Incremental Loans shall be determined by the Borrower and the lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Loans, provided that, in the event that the All-In Yield applicable to any Incremental Loans that is a Comparable Financing (other than any Excluded Incremental Facility) made on or prior to the date which is 18 months after the Amendment No. 2 Effective Date exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such Loans is equal to the All-In Yield of such Incremental Loans minus 50 basis points, (f) the Specified Representations shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below and (g) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if not consistent with the terms of the Test Period most recently ended after giving Pro Forma Effect existing Loans, shall either be reasonably satisfactory to the Administrative Agent or not more favorable, taken as a whole, to the lenders providing such Incremental Commitments Loans than the terms of the existing Loans (and, in each case, other than with respect to any New Revolving Credit Commitments, assuming a borrowing terms and conditions applicable after the maturity date of the maximum amount of Loans); provided that no such Incremental Loans available under such New Revolving Commitment shall have financial covenants and any New Revolving Commitments previously made pursuant to more restrictive covenants than those contained in this Section 2.14). Each such notice shall specify Agreement unless (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date more restrictive terms are not applicable until after the date on which such notice then Latest Maturity Date or (B) this Agreement is delivered amended in a manner reasonably satisfactory to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of to incorporate such Incremental Commitments, be allocated and more restrictive provisions for the amounts of such allocations; provided that (w) any Lender approached to provide all or a portion benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Incremental Commitments Loans may elect participate on a pro rata basis or declineon a less than pro rata basis (but, except for Incremental Loans incurred in its sole discretionreliance on the Inside Maturity Exception, not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to provide an this Section shall set forth the requested amount and proposed terms of the relevant Incremental Commitment Loans. Incremental Loans may be made by any existing Lender (it being understood that there is no existing Lender will have an obligation to approach any existing Lenders to provide make a portion of any Incremental Commitment), (xLoan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the L/C Issuer other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Swing Line Lender shall have consented (Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such consent not amendments to this Agreement and the other Loan Documents as may be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (yBorrowing under) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment Incremental Amendment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist satisfaction on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements date thereof (each, an “Incremental Joinder AgreementFacility Closing Date”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer and the Swing Line Lender, and of each of which the conditions described in this Section 2.12(a) and such other conditions as the parties thereto shall be recorded in the Register; (4) the agree. The Borrower shall make any payments required pursuant to Section 3.05 in connection with use the proceeds of the Incremental Commitments, if applicable, and (5) the Borrower shall deliver or cause to be delivered Loans for any customary legal opinions or other documents reasonably requested purpose not prohibited by the Administrative Agent in connection with any such transactionthis Agreement.

Incremental Borrowings. (a) At The Borrower may at any time or from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount additional tranches of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental CommitmentsLoans”); provided that, subject to the Limited Condition Acquisition provisions, at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall exist. Each tranche of Incremental Commitment Loans shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually 25,000,000 (or provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), and integral Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Commitments Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) the aggregate principal amount of Permitted Ratio Debt incurred in reliance on clauses (x) or (y) of the definition of Maximum Incremental Amount, shall not exceed the greater Maximum Incremental Amount. (a) The Incremental Loans shall rank pari passu in right of payment and of security with the Loans, (x) $150,000,000 and (yb) the amount Incremental Loans shall not mature earlier than the Original Loan Maturity Date, (c) the Weighted Average Life to Maturity of any Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio Loans shall be no greater shorter than 3.75 to 1.0 as that of the end then-existing Loans, (d) subject to clauses (b) and (c) above, the amortization schedule applicable to any Incremental Loans shall be determined by the Borrower and the lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Loans, provided that, in the event that the All-In Yield applicable to any Incremental Loans exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such Loans is equal to the All-In Yield of such Incremental Loans minus 50 basis points, (f) the Specified Representations shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below and (g) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if not consistent with the terms of the Test Period most recently ended after giving Pro Forma Effect existing Loans, shall either be reasonably satisfactory to the Administrative Agent or not more favorable, taken as a whole, to the lenders providing such Incremental Commitments Loans than the terms of the existing Loans (and, in each case, other than with respect to any New Revolving Credit Commitments, assuming a borrowing terms and conditions applicable after the maturity date of the maximum amount of Loans); provided that no such Incremental Loans available under such New Revolving Commitment shall have financial covenants and any New Revolving Commitments previously made pursuant to more restrictive covenants than those contained in this Section 2.14). Each such notice shall specify Agreement unless (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date more restrictive terms are not applicable until after the date on which such notice then Latest Maturity Date or (B) this Agreement is delivered amended in a manner reasonably satisfactory to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of to incorporate such Incremental Commitments, be allocated and more restrictive provisions for the amounts of such allocations; provided that (w) any Lender approached to provide all or a portion benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Incremental Commitments Loans may elect participate on a pro rata basis or declineon a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in its sole discretion, the applicable Incremental Amendment. Each notice from the Borrower pursuant to provide an this Section shall set forth the requested amount and proposed terms of the relevant Incremental Commitment Loans. Incremental Loans may be made by any existing Lender (it being understood that there is no existing Lender will have an obligation to approach any existing Lenders to provide make a portion of any Incremental Commitment), (xLoan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the L/C Issuer other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Swing Line Lender shall have consented (Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such consent not amendments to this Agreement and the other Loan Documents as may be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (yBorrowing under) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment Incremental Amendment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist satisfaction on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements date thereof (each, an “Incremental Joinder AgreementFacility Closing Date”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer and the Swing Line Lender, and of each of which the conditions described in this Section 2.12(a) and such other conditions as the parties thereto shall be recorded in the Register; (4) the agree. The Borrower shall make any payments required pursuant to Section 3.05 in connection with use the proceeds of the Incremental Commitments, if applicable, and (5) the Borrower shall deliver or cause to be delivered Loans for any customary legal opinions or other documents reasonably requested purpose not prohibited by the Administrative Agent in connection with any such transactionthis Agreement.

Incremental Borrowings. (a) At The Borrower may at any time or from time to time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class additional tranches of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental CommitmentsLoans”)) be made available to an Incremental Borrower, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist. Each tranche of Incremental Commitment Loans shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually (or provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), and integral Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments Loans (together with the aggregate amount of any Incremental First Lien Term Loans) shall not exceed the greater sum of (x) $150,000,000 75,000,000 and (y) the aggregate amount of all voluntary prepayments of Loans hereunder and of First Lien Term Loans under the First Lien Credit Agreement (such sum, the “Incremental Commitments Availability”); provided, that any Incremental Borrower may incur additional Incremental Loans hereunder (the “Additional Incremental Loans”), so long as, on a Pro Forma Basis after giving effect to the incurrence of such that Additional Incremental Loan, either (i) the Senior Secured First Lien Net Incurrence Test would be satisfied or (ii) the Senior Secured Leverage Ratio shall would be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect Senior Secured Leverage Ratio in effect immediately prior to such incurrence (it being understood that, subject to the satisfaction of such test, Additional Incremental Commitments Loans may be effected by the Borrower and/or Incremental Borrower whether or not there is any unused Incremental Availability). The Incremental Loans (anda) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Maturity Date and (c) shall be treated substantially the same as the Loans (in each case, including with respect to any New Revolving Credit Commitmentsmandatory and voluntary prepayments), assuming a borrowing provided that (i) the terms and conditions applicable to Incremental Loans and Additional Incremental Loans may be materially different from those of the maximum amount Loans to the extent such differences are reasonably acceptable to the Administrative Agent, (ii) the interest rates applicable to the Incremental Loans and Additional Incremental Loans shall be determined by the Borrower and the lenders thereof and (iii) Incremental Loans and Additional Incremental Loans may be made available in any Incremental Currency; provided, further, that, as of the date of the incurrence of the Incremental Loans available under such New Revolving Commitment and any New Revolving Commitments previously made or Additional Incremental Loans, as the case may be, the Weighted Average Life to Maturity of the Incremental Loans or Additional Incremental Loans, as applicable, shall not be shorter than that of the Loans. Each notice from the Borrower and/or Other Incremental Borrower pursuant to this Section 2.14shall set forth the requested amount and proposed terms of the relevant Incremental Loans or Additional Incremental Loans, as applicable. Incremental Loans and Additional Incremental Loans may be made by any existing Lender (and each existing Lender will have the right, but not an obligation, to make a portion of any Incremental Loan or Additional Incremental Loan on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”). Each Commitments in respect of Incremental Loans and Additional Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, the Incremental Borrower, each Lender agreeing to provide such notice Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including, without limitation, such amendments to take into account the accession of an Incremental Borrower to this Agreement and an Incremental Currency other than Dollars) including, without limitation, the amendments described in Section 2.15(b). If any Incremental Loans or Additional Incremental Loans are incurred by an Other Incremental Borrower other than the Borrower, the Borrower shall specify guaranty such Loans pursuant to a guaranty consistent with the form of Guaranty provided on the Closing Date. The effectiveness of (Aand, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Increased Amount Incremental Facility Closing Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 Sections 4.01(h) and (i) (it being understood that all references to “the date of such Borrowing” or similar language in such Sections 4.01(h) and (i) shall be satisfied; (3deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower and/or Incremental Borrower will use the proceeds of the Incremental Commitments, as applicable, Loans and Additional Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be effected pursuant obligated to one provide any Incremental Loans or more Joinder Agreements (each, an “Additional Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer and the Swing Line Lender, and each of which shall be recorded in the Register; (4) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable, and (5) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionLoans unless it so agrees.

Incremental Borrowings. (a) At SECTION 2.12. The Borrower may at any time or from time to time after the Closing Date, the Borrower may by written notice to the(a) Administrative Agent (whereupon the Administrative Agent elect shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount additional tranches of the Dollar Revolving Credit Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental CommitmentsLoans”); provided that subject, in the case of Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of any Incremental Amendment referred to below and at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Commitment Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually 20,000,000 (or provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), and integral Dollar Amount multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Commitments Loans borrowed on any date shall not exceed the greater of (xi) $150,000,000 and 175,000,000 minus the aggregate principal amount of Revolving - 79- Exhibit 10.1 Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (ythe “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Commitments Loans and assuming such that Incremental Loans are fully drawn), the Senior Secured First Lien Net Leverage Ratio as of the last day of the most recently ended Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be no greater than 3.75 permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the end last day of the Test Period most recently ended after giving Pro Forma Effect Test Period; provided, further, that, for the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to this clause (iii) prior to the utilization of the amounts set forth in clauses (i) and (ii) above (it being understood that if the Borrower does not make such an election, Incremental Commitments Loans will be deemed to have been incurred pursuant to clause (andiii) prior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (b) the maturity date of any Incremental Loans and the Weighted Average Life to Maturity of any Incremental Loans, in each case, with respect shall be no shorter than that of the then-existing Loans, (c) subject to clauses (a) and (b) above, the amortization schedule applicable to any New Revolving Credit CommitmentsIncremental Loans shall be determined by the Borrower and the lenders thereunder, assuming (d) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing such Incremental Loans, provided that, in the event that the All-In Yield applicable to such Incremental Loans exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such Loans is equal to the All-In Yield of such Incremental Loans minus 50 basis points, (e) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below (although any representations and warranties which expressly relate to a borrowing given date or period shall be required only to be true and correct in all material respects as of the maximum amount respective date or for the respective period, as the case may be), subject to customary “SunGard” limitations to the extent the proceeds of any Incremental Amendment are being used to finance a Limited Condition Acquisition, (f) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably) than the Loans available under such New Revolving Commitment and any New Revolving Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (Ag) the date except as otherwise required or permitted in clauses (eacha) through (f) above, an “Increased Amount Date”) on which the Borrower proposes that all other terms of such Incremental Commitments Loans, if not consistent with the terms of the existing Loans, shall be effective, which shall be a date after the date on which such notice is delivered reasonably satisfactory to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Commitments, be allocated and the amounts of such allocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no consent shall be required from the Administrative Agent for terms and conditions that are more restrictive than the Loans to the extent that they apply to periods after the then Latest Maturity Date or are otherwise added for the benefit of the Lenders hereunder). Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and(b) proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to approach any existing Lenders to provide make a portion of any Incremental Commitment), (xLoan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the L/C Issuer other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Swing Line Lender shall have consented (Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such consent not amendments to this Agreement and the other Loan Documents as may be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments to such Person, (yBorrowing under) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment Incremental Amendment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist satisfaction on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) after giving effect to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each date thereof of the conditions set forth in Section 4.02 as the parties thereto shall be satisfied; (3) agree. The Borrower shall use the proceeds of the Incremental CommitmentsLoans for any purpose not prohibited by this Agreement. At the option of Holdings, as applicable, shall Holdings and/or Sub Holdco may be effected pursuant to one or more Joinder Agreements (each, an “co-borrower with the Borrower in respect of any Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicableLoans, and any Incremental Amendment, in addition to effecting amendments to the extent applicableLoan Documents to effect the provisions of this Section 2.12, including to provide for such co-borrowing, without the Administrative Agent and consent of any other Lenders, may provide for the L/C Issuer and the Swing Line Lender, and each transfer of which shall be recorded in the Register; (4) the Borrower shall make all or any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable, and (5) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.- 80- Exhibit 10.1

Incremental Borrowings. (a) At The Borrowers may at any time or from time to time after the Closing Date, by notice from the Borrower may by written notice Parent to the Administrative Agent elect (whereupon the Agent shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount of the Dollar Revolving Credit incremental Revolver Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (each an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term CommitmentsIncremental Commitment” and the New Term Commitmentsall of them, collectively with any New Revolving Credit Commitmentscollectively, the “Incremental Commitments” and any such loans thereunder, the “Incremental Loans”). Each tranche of Incremental Commitment Commitments shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually (or 10,000,000; provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); provided, further that the allocation of any portion of such increase to the Australian Revolver Commitments shall be determined by the Agent in consultation with the Borrowers, with the approval of each Lender and integral Dollar Amount multiples Additional Lender (if any) agreeing to such increase; provided, further that no allocation of $1,000,000 any Incremental Commitment to the Australian Revolver Commitments shall be permitted to the extent the Australian Revolver Commitments would exceed the U.S. Revolver Commitments after giving effect to such Incremental Commitment. Any such increase in excess Revolver Commitments may increase the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that amountany such increase in the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and the Issuing Bank at the time shall have no obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments shall not exceed $200,000,000. The Incremental Loans (i) shall, in the greater case of (x) $150,000,000 an Incremental Loan to the U.S. Borrowers, rank pari passu in right of payment and (y) of security with the amount of Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Commitments (U.S. Loans and, in each casethe case of an Incremental Loan to Australian Borrowers, rank pari passu in right of payment and of security with respect to any New Revolving Credit Commitments, assuming a borrowing the Australian Loans and (ii) shall be implemented by way of increase of the maximum amount of Loans available under such New Revolving Commitment Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical, including the Applicable Margin and any New Revolving Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered other pricing matter related to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolver Commitments, be allocated and the amounts of such allocations; provided that the OID or up-front fees (wif any) any Lender approached applicable to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (x) Loans will be determined by the Administrative Agent, the L/C Issuer Borrowers and the Swing Line Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s Lenders and/or Additional Lenders providing such Incremental Commitments if such consent of the Administrative Agent, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments Incremental Loans. As a condition precedent to such Personan increase, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment, (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such Increased Amount Date representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Commitments, as applicable; (2) after giving effect Amendment to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer Lenders and/or Additional Lenders providing the Incremental Commitments thereunder shall have been paid and the Swing Line Lender, and each of which shall be recorded in the Register; (4iv) the Borrower Borrowers shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitmentshave delivered all customary agreements, if applicablecertificates, opinions and (5) the Borrower shall deliver or cause to be delivered any other customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Incremental Borrowings. (a) At The Borrowers may at any time or from time to time after the Closing Date, by notice from the Borrower may by written notice Parent to the Administrative Agent elect (whereupon the Agent shall promptly deliver a copy to request (A) prior to the Maturity Date each of the Dollar Revolving Credit FacilityLenders), request one or more increases in the amount of the Dollar Revolving Credit incremental Revolver Commitments (a “Dollar Revolving Facility Increase”), (B) prior to the Maturity Date of the Alternative Currency Revolving Credit Facility, one or more increases in the amount of the Alternative Currency Revolving Credit Commitments (each an “Alternative Currency Revolving Facility Increase” and, collectively with any Dollar Revolving Facility Increase, a “Revolving Facility Increase”), (C) the establishment of one or more new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (D) prior to the Maturity Date of any Term Loans, the establishment of one or more new term loan commitments which may be of the same Facility as such Term Loans (a “Term Loan Increase”) or a separate class of term loans (collectively with any Term Loan Increase, the “New Term CommitmentsIncremental Commitment” and the New Term Commitmentsall of them, collectively with any New Revolving Credit Commitmentscollectively, the “Incremental Commitments” and any such loans thereunder, the “Incremental Loans”). Each tranche of Incremental Commitment Commitments shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 individually (or 10,000,000; provided that such lesser Dollar Amount which shall amount may be approved by Administrative Agent or such lesser amount less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); provided, further that the allocation of any portion of such increase to the Australian Revolver Commitments shall be determined by the Agent in consultation with the Borrowers, with the approval of each Lender and integral Dollar Amount multiples Additional Lender (if any) agreeing to such increase; provided, further that no allocation of $1,000,000 any Incremental Commitment to the Australian Revolver Commitments shall be permitted to the extent the Australian Revolver Commitments would exceed the U.S. Revolver Commitments after giving effect to such Incremental Commitment. Any such increase in excess Revolver Commitments may increase the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that amountany such increase in the U.S. Letter of Credit Sublimit or the Australian Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and the Issuing Bank at the time shall have no obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments shall not exceed $100,000,000. The Incremental Loans (i) shall, in the greater case of (x) $150,000,000 an Incremental Loan to the U.S. Borrowers, rank pari passu in right of payment and (y) of security with the amount of Incremental Commitments such that the Senior Secured First Lien Net Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Commitments (U.S. Loans and, in each casethe case of an Incremental Loan to Australian Borrowers, rank pari passu in right of payment and of security with respect to any New Revolving Credit Commitments, assuming a borrowing the Australian Loans and (ii) shall be implemented by way of increase of the maximum amount of Loans available under such New Revolving Commitment Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical, including the Applicable Margin and any New Revolving Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered other pricing matter related to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolver Commitments, be allocated and the amounts of such allocations; provided that the OID or up-front fees (wif any) any Lender approached applicable to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (x) Loans will be determined by the Administrative Agent, the L/C Issuer Borrowers and the Swing Line Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s Lenders and/or Additional Lenders providing such Incremental Commitments if such consent of the Administrative Agent, the L/C Issuer and Swing Line Lender would be required under Section 10.07 for an assignment of Loans or Commitments Incremental Loans. As a condition precedent to such Personan increase, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (z) Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment, (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such Increased Amount Date representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Commitments, as applicable; (2) after giving effect Amendment to the making of any New Term Loans or the effectiveness of any New Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the L/C Issuer Lenders and/or Additional Lenders providing the Incremental Commitments thereunder shall have been paid and the Swing Line Lender, and each of which shall be recorded in the Register; (4iv) the Borrower Borrowers shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitmentshave delivered all customary agreements, if applicablecertificates, opinions and (5) the Borrower shall deliver or cause to be delivered any other customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAgent.