Common use of New Commitments Clause in Contracts

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

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

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

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangersa) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility LoansThe Borrower may, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent Agent, elect to request New Revolving Lenders at any time prior to provide new Revolving Facility the Maturity Date, an increase to the existing Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New Commitments”), by an amount (i) not in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent excess of $500.0 million, 100,000,000 in the proceeds aggregate and (ii) that is an integral multiple of $5,000,000 and not less than $10,000,000 (or such lesser amount which may shall be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementapproved by the Administrative Agent). Such notice shall specify (A) the date (the each, an “Increased Amount Date”) on which the Company Borrower proposes that the such New Term Commitments take effectshall be effective, which shall be a date not less than 10 ten (10) Business Days nor more than 60 days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of (B) the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments Person (each, a “New Revolving Facility Lender”) and/or to whom the Borrower proposes any portion of such New Commitments for New Term Loans (each, a “New Term Lender” and, together with the New Revolving Facility Lenders, the “New Lenders”) have been (in accordance with the prior sentence) be allocated and the amounts of such allocations; provided that any existing Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. New Revolving Facility Commitments Commitment and, if such Person shall take effect and New Term Loans not already be a Lender hereunder, such Person shall be made on approved by the Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros onlyBorrower, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent and the Issuing Bank (such approval not to the extent that the Applicable Margin or repayment schedule for be unreasonably withheld). Such New Commitments shall become effective as of such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, Increased Amount Date so long as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (31) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New Commitments, Commitments and the use of the proceeds therefrom; (42) each of the conditions set forth in Section 4.02 shall be satisfied on such Increased Amount Date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower; (3) the New Commitments shall be evidenced by effected pursuant to one or more joinder agreements (each, a “New Commitment Joinder Agreement”) Assignment and Assumption and an amendment to this Agreement executed and delivered to by the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) Borrower and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each of which shall be recorded in the Register, each of which Register and shall be subject to the requirements set forth in Section 2.17(e2.16(e) and (f), ; (4) the Borrower shall make any payments required pursuant to Section 2.15 in connection with the New Commitments; and (5) the aggregate principal amount Borrower shall deliver or cause to be delivered any legal opinions, board resolutions authorizing the incurrence of all New Revolving Facility Commitments shall such additional Indebtedness (to the extent not exceed the Dollar Equivalent of $250.0 millionpreviously authorized), (6) all reasonable or other closing certificates and documented fees and expenses owing to documents reasonably requested by the Administrative Agent and in connection with any such transaction (including confirmation that the New Lenders in respect obligations of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect Loan Parties with respect to the incurrence of the such New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term and any Loans or loans under extensions of credit thereunder) are secured by the Collateral and the priority of the Administrative Agent’s Lien in such Collateral has not been affected by the New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.

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

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

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders (i) an increase to provide new the existing Commitments (any such increase, a “Revolving Facility Commitments Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) in ), by an aggregate principal amount for all such New not in excess of any amount by which the Commitments not to exceed have previously been reduced or cancelled (the Dollar Equivalent “Maximum Incremental Amount”) or a lesser amount in integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify (x) the date (the an “Increased Amount Date”) on which the Company Initial Borrower proposes that the such New Commitments shall be made available and (y) in the case of New Term Commitments take effectCommitments, the date the new Term Loans shall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateAgent. The Company or the Initial Borrower shall notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each Lender Revolving Facility Lender, or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”, as applicable) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Loans Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsCommitments and Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (4iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Company and its Subsidiaries; (iv) such increase in the Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e2.09(e), ; (5v) the aggregate principal amount applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of all the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall not exceed automatically be increased by the Dollar Equivalent of $250.0 millionYield Differential, (6) all reasonable and documented fees and expenses owing to effective upon the Administrative Agent and the New Lenders in respect making of the New Commitments shall be paid on Term Loan or the Increased Amount Date and (7) immediately after giving effect to the incurrence providing of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchaseCommitment, construct or improve capital assets to be used in as the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementcase may be.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New and/or the Term Lenders to provide Loan Commitments to make incremental Term Loans hereunder (any such increase, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$150.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term LoansCommitments, the Term Loan Maturity Datedate for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Commitments, such new Term Loans in respect hereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2a) all such New Term Loans and (b) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.

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

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

New Commitments. At any time after and from time to time following the completion of the primary syndication of the Facilities (as reasonably determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility LoansAdministrative Agent), the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company U.S. Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments additional term loan commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” and, together with the New Revolving Facility Commitmentsany such increase, the “New Term Commitments”) )” by an amount not in an aggregate principal amount for all such New Commitments not to exceed excess of, together with any Indebtedness outstanding under Section 6.01(v), the Dollar Equivalent of $500.0 250.0 million in the aggregate or a lesser amount in integral multiples of the Dollar Equivalent of $10.0 million but not less than the Dollar Equivalent of $150.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall (A) specify the date (the an “Increased Amount Date”) on which the Company U.S. Borrower proposes that the such New Term Commitments take effectbe made available for borrowing, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, and prior (B) offer each Term Lender the right to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of provide New Term Loans, the Term Loan Maturity DateCommitments on a pro rata basis. The Company U.S. Borrower shall notify the Administrative Agent in writing of the identity of each Term Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and, together with ”) to whom the New Revolving Facility Lenders, the “New Lenders”) Term Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. New Revolving Facility Commitments shall take effect and Loans made pursuant to such New Term Loans Commitments (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New Term Commitments and Loans; (2) the U.S. Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Term Commitments, ; (3) the maturity date of New Term Loans shall not be earlier than the Term Loan Maturity Date; (4) the weighted average life to maturity of any New Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (5) in the event that the Applicable Margins for any New Term Loans are more than 50 basis points greater than the Applicable Margins for the Term Loans, then the Applicable Margins for the Term Loans shall be increased to the extent necessary so that the Applicable Margins for the New Term Loans are no more than 50 basis points greater than the Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the New Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the U.S. Borrower to the Lenders of the Term Loans or the New Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the New Term Loans shall be excluded; (6) in the event that the minimum Adjusted Eurocurrency Rate (the “LIBOR Floor”) for any New Term Loans is greater than the LIBOR Floor for the Term Loans, then the LIBOR Floor for the Term Loans shall be increased to the extent necessary so that the LIBOR Floor for the New Term Loans is no greater than the LIBOR Floor for the Term Loans; (7) after giving pro forma effect to the Borrowings to be made on the Increased Amount Date and to any change to EBITDA and any increases in Indebtedness resulting from the consummation of a permitted acquisition concurrently with such borrowing, Holdings shall be in compliance with the Financial Performance Covenants as of the most recent Test Period for which financial statements were delivered pursuant to Section 5.04(a) or (b) or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of Holdings are available and if the last day of any such period is prior to the first Test Period for which the Financial Performance Covenants are tested, the levels for the first Test Period for which the Financial Performance Covenants are tested shall be deemed to apply for such purpose; (8) all obligations under the Existing Credit Agreement have been repaid in full after giving effect to such New Term Commitments and Loans and all Liens thereunder have been discharged before or after giving effect to such New Term Loan Commitments and Loans; (9) after giving effect to such New Term Loans, there shall be no more than $500.0 million of Existing Senior Notes outstanding and (10) such addition of New Term Commitments and New Term Loans shall be evidenced by one or more joinder agreements Increase Joinders (each, a “New Commitment Joinder Agreement”as defined below) executed and delivered to the Administrative Agent by each New Term Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be subject to the requirements set forth in Section 2.17(e), (5) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreement.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in excess of U.S.$225.0 million in the aggregate or a lesser amount in integral multiples of U.S.$25.0 million (it being understood and agreed that, notwithstanding the foregoing U.S.$225.0 million limitation, the tranche of Incremental Term Loans that is incurred under this Section 2.20 as AXC Incremental Term Loans may be in an aggregate principal amount of up to U.S.$450.0 million and without regard to the foregoing integral multiple requirement; provided that any such AXC Incremental Term Loans incurred under this Section 2.20 will not count against such U.S.$225.0 million limitation and will not reduce availability for all such any other New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreementon a dollar-for-dollar basis). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2b) all such New Term Loans and (c) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be paid deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the Increased Amount Date representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (7D) as of the date of the borrowing of such Acquisition- Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the New Commitments (extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be deemed true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding anything to the contrary set forth in this Section 2.20, with respect to AXC Incremental Term Loans, the only conditions required to be outstanding for the purposes of this clause (7)), Holdings shall (x) be satisfied in compliance connection with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments funding thereof shall be used to purchase, construct or improve capital assets to be used the conditions set forth in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementSection 4.03.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in The Borrower shall have the case of Revolving Facility Loans, the Revolving Facility Maturity Date and right to request (ii) in the case of Term Loans, the Term Loan Maturity Date, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders to provide new Revolving Facility Commitments (the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder (“New Term Loans” andAgent), together with the New Revolving Facility Commitments, the “New Commitments”) in an aggregate principal amount for all such New Commitments not to exceed the Dollar Equivalent of $500.0 million, the proceeds of which may be used for at any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days time after the date on Effective Date, that one or more Lenders (and/or one or more other Persons which such notice is delivered to the Administrative Agent are Eligible Assignees and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity Date. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans will become Lenders (each, a “New Term Loan Lender” ”)) add one or more new term loan facilities to the Term Loan Facility (each, a “New Term Loan Facility”), New Commitments to the Borrower in respect thereof and, together subject to the terms and conditions contained in this Agreement and in the respective commitment agreement with the such New Revolving Facility LendersTerm Loan Lender, the make Term Loans (“New LendersTerm Loans”) have been pursuant thereto; it being understood and agreed, however, that (in accordance with the prior sentencei) allocated and the amounts of such allocations; provided that any no Lender requested shall be obligated to provide all or a portion New Commitment as a result of any such New Commitments may elect or declinerequest by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion, discretion to provide a New Commitment. , such Lender shall not be obligated to fund any New Revolving Facility Term Loans; (ii) any Lender (including any New Term Loan Lender) may so provide a New Commitment without the consent of any other Lender; (iii) the amount of each Class of New Commitments shall take be in a minimum aggregate amount for all Lenders which provide a New Commitment under such Class of New Term Loans of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (iv) the aggregate amount of all New Commitments provided pursuant to this Section 2.05(e) and the aggregate principal amount of all New Term Loans to be made pursuant thereto shall not exceed the Maximum Incremental Amount at such time; (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each New Term Loan Lender in respect of each New Commitment shall be separately agreed to by the Borrower and each such New Term Loan Lender; (vi) each Class of New Term Loans shall (A) have a Maturity Date of no earlier than the Maturity Date of any Class of Term Loans then existing, (B) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of Term Loans then existing and (C) be subject to the Applicable Margins as are set forth in the commitment agreement governing such Class of New Term Loans; (vii) the proceeds of all New Term Loans shall be made on used only for the Increased Amount Datepurposes permitted by Section 2.17; (viii) each New Term Loan commitment agreement shall specifically designate the Class or Classes of the New Commitments being provided that thereunder (1which Class shall be a new Class (i.e., not the same as any other then existing Class of Term Loans)); (ix) all New Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement; (x) each Lender (including any New Term Loan Lender) agreeing to provide a New Commitment shall, subject to satisfaction of the relevant conditions set forth in this Agreement and in the commitment agreement between such Lender and the Borrower, make New Term Loans as specified in such New Commitments may be made in Dollars or Euros only, (2) all Term Loan commitment agreement and such New Term Loans shall thereafter be added to, and thereafter constitute, the then outstanding Original Dollar deemed to be New Term Loans or Original Euro Term Loans, as the case may be, under such Class for all purposes hereunder, although the Company may elect to designate New Term Loans of this Agreement; (xi) except as Additional Dollar Term Loans otherwise set forth in this Section 2.05(e) or Additional Euro Term Loans, otherwise as the case may be, hereunder by written notice shall be reasonably satisfactory to the Administrative Agent to (acting at the extent that the Applicable Margin or repayment schedule for written direction of Required Lenders), such New Term Loans will be different than that applicable to Loan Facility shall have the Original Dollar same terms as the Initial Term Loan Facility; (xii) each New Term Loan Facility shall share ratably in any prepayments of Term Loans (unless such New Term Loan Facility agrees to participate on a less than pro rata basis in any voluntary or Original Euro Term Loans, as the case may be, mandatory prepayments or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, repayments); (3xiii) no Default or Event of Default then exists or would result therefrom; (xiv) all of the representations and warranties contained herein are true and correct in all material respects at such time (it being understood that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall exist on be required to be true and correct in all respects and (y) any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the Increased Amount Date before or after giving effect case may be) as of such earlier date); and (xv) the Borrower agrees to such terminate in full any unutilized Initial Commitments, if any, prior to obtaining any New Commitments, (4) such . No New Commitments Commitment shall be evidenced by one effective until the Agent shall have received a certificate from the Chief Financial Officer or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to Treasurer of the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to Borrower certifying that the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Register, each of which shall be subject to the requirements conditions set forth in this Section 2.17(e), (52.05(e) the aggregate principal amount of all New Revolving Facility Commitments shall not exceed the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementhave been satisfied.

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$225.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2b) all such New Term Loans and (c) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (1) of this sentence shall be paid deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the Increased Amount Date representations and warranties set forth in Article III shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (7D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the New Commitments (extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be true and correct in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds all material respects as of such New Term Loans or loans under New Revolving Facility Commitments specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be used applicable to purchase, construct any representations and warranties that already are qualified or improve capital assets to be used modified by materiality in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementtext thereof).

New Commitments. At any time after completion of following the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Closing Date, the Company Initial Borrower may by written notice to the Administrative Agent elect to request New Revolving Lenders (i) an increase to provide new the existing Commitments (any such increase, a “Revolving Facility Commitments Increase”) (ii) the establishment of one or more additional tranches of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments” and, together with any Revolving Facility Increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or (iii) establish one or more tranches of term loan commitments (any such commitments, the “New Term LoansCommitments” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) in ), by an aggregate principal amount for all such New not in excess of any amount by which the Commitments not to exceed have previously been reduced or cancelled (the Dollar Equivalent “Maximum Incremental Amount”) or a lesser amount in integral multiples of $500.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement)5,000,000. Such notice shall specify (x) the date (the an “Increased Amount Date”) on which the Company Initial Borrower proposes that the such New Commitments shall be made available and (y) in the case of New Term Commitments take effectCommitments, the date the new Term Loans shall be made available, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Term Loans, the Term Loan Maturity DateAgent. The Company or the Initial Borrower shall notify the Administrative Agent in writing of the identity of the Borrower(s) of the New Commitments and each Lender Revolving Facility Lender, or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New Term Loans (each, ,” a “New Term Lender” andor generally, together with a “New Lender”, as applicable) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and in the case of New Term Loans Commitments, such new term loans in respect thereof (“New Term Loans”) shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made in Dollars or Euros only, (2) all such New Term Loans shall be added to, and thereafter constitute, the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3i) no Default or Event of Default shall exist on the such Increased Amount Date before or after giving effect to such New CommitmentsCommitments and Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (4iii) the Company and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such New Commitments and Loans, with the Financial Performance Covenant, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Guarantor and its Subsidiaries; (iv) such increase in the Commitments and/or such establishment of the New Term Loan Commitments shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e2.09(e), ; (5v) the aggregate principal amount applicable Borrower(s) shall make any payments required pursuant to Section 2.18 in connection with the provisions of all the New Commitments; and (vi) if the interest rate of any New Term Loans or New Revolving Facility Commitments exceeds the Applicable Margin by more than 50 basis points (the amount of such excess over 50 basis points being referred to herein as the relevant “Yield Differential”), then the Applicable Margin for each adversely affected existing New Term Loan or existing Revolving Facility Commitment, as applicable, shall not exceed automatically be increased by the Dollar Equivalent of $250.0 millionYield Differential, (6) all reasonable and documented fees and expenses owing to effective upon the Administrative Agent and the New Lenders in respect making of the New Commitments shall be paid on Term Loan or the Increased Amount Date and (7) immediately after giving effect to the incurrence providing of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchaseCommitment, construct or improve capital assets to be used in as the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this Agreementcase may be.

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

New Commitments. At any time after completion of the primary syndication (as determined by the Lead Arrangers) and prior to the date which is 12 months prior to (i) in the case of Revolving Facility Loans, the Revolving Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan Maturity Datetime, the Company may by written notice to the Administrative Agent elect to request New Revolving Lenders an increase to provide new the existing Revolving Facility Commitments (any such increase, the “New Revolving Facility Commitments”) and New Term Lenders to provide Commitments to make incremental Term Loans hereunder and/or enter into one or more tranches of term loans (any such tranche, the “New Incremental Term Loans” and, and together with the New Revolving Facility Commitments, if any, the “New Commitments”) ), by an amount not in an excess of U.S.$200.0 million in the aggregate principal or a lesser amount for all such New Commitments not to exceed the Dollar Equivalent in integral multiples of $500.0 U.S.$25.0 million, the proceeds of which may be used for any general corporate purposes (including any Investment, Capital Expenditure, Restricted Payment or repayment of other Indebtedness, in each case as otherwise permitted under this Agreement). Such notice shall specify the date (the an “Increased Amount Date”) on which the Company proposes that the such New Term Commitments take effect, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and prior to the date which is 12 months prior to, in the case of New Revolving Facility Commitments, the Revolving Facility Maturity Date and, in the case of New Incremental Term Loans, the Term Loan Maturity Datedate for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent to whom such new Revolving Facility Commitments (each, a “New Revolving Facility Lender”) and/or Commitments for New ,” an “Incremental Term Loans (eachLender” or generally, a “New Term Lender” and, together with ”; provided that no Ineligible Institution may be a New Lender) to whom the New Revolving Facility Lenders, the “New Lenders”) Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender requested approached to provide all or a portion of such the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Revolving Facility Commitments shall take effect become effective as of such Increased Amount Date, and New in the case of Incremental Term Loans Loans, shall be made on the such Increased Amount Date; provided that (1) all such New Commitments may be made the conditions set forth in Dollars or Euros only, paragraphs of (2a) all such New Term Loans and (b) of Section 4.02 shall be added to, and thereafter constitute, satisfied or waived by the then outstanding Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for all purposes hereunder, although the Company may elect to designate New Term Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, hereunder by written notice to the Administrative Agent to the extent that the Applicable Margin or repayment schedule for Required Lenders on such New Term Loans will be different than that applicable to the Original Dollar Term Loans or Original Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or Additional Euro Term Loans, as the case may be, theretofore incurred and then outstanding, (3) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments, Commitments and Loans; (42) such New increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements (each, a “New Commitment Joinder Agreement”) executed and delivered to the Administrative Agent by each New Lender, as applicable, on terms (other than pricing) and documentation reasonably satisfactory to the Administrative Agent, including the designated maturity date (and, if applicable, amortization schedule) for the New Term Loans, and each shall be recorded in the Registerregister, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e), ; and (53) the aggregate principal amount of all New Revolving Facility Commitments Borrowers shall not exceed make any payments required pursuant to Section 2.16 in connection with the Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees and expenses owing to the Administrative Agent and the New Lenders in respect provisions of the New Commitments shall be paid on the Increased Amount Date and (7) immediately after giving effect to the incurrence of the New Commitments (which shall be deemed to be outstanding for the purposes of this clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New Revolving Facility Commitments shall be used to purchase, construct or improve capital assets to be used in the business of Holdings and its Subsidiaries or to finance acquisitions permitted under this AgreementCommitments.