Contract analysis

Section 1. The Facilities 1.1 Term Loan B Facility Subject to the terms and conditions of this Commitment Letter, the Commitment Parties hereby agree to provide to the Borrower (as defined below), on the Closing Date (as defined below), a senior secured first lien term loan facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) (the "Term Loan B Facility" or "T

Section 2. Commitments 2.1 Several Commitments The commitments of the Commitment Parties hereunder are several and not joint. Each Commitment Party's obligation to fund its respective commitment under the Facilities on the Closing Date is independent of the obligation of any other Commitment Party. Meridian Atlantic hereby commits to provide its pro rata share of the Facilities, as such pro rata share shall be set fo

Section 3. Use of Proceeds The proceeds of the Facilities, together with the equity contribution from Fund VI and rollover equity from the Rollover Parties, shall be applied as follows: 3.1 Term Loan B Proceeds The proceeds of the Term Loan B Facility ($3,740,000,000), together with (i) the equity contribution from Fund VI in an aggregate amount of $2,832,888,096 (the "Equity Contribution") and (ii) rollover equity c

Section 4. Conditions Precedent to Closing and Funding 4.1 Limited Conditionality / SunGard Provisions The conditions to the initial funding of the Term Loan B Facility and the availability of the Revolving Credit Facility on the date of the consummation of the Merger (the "Closing Date") shall be limited to the conditions expressly set forth in this Section 4 and in the Conditions Annex attached hereto as Exhibit B.

Section 5. Flex Provisions 5.1 Pricing Flex The Commitment Parties reserve the right, exercisable by written notice to Fund VI at any time prior to the successful completion of the syndication of the Facilities, to increase the applicable interest rate spreads on the Term Loan B Facility and the Revolving Credit Facility by up to [●] basis points each, if reasonably determined by the Commitment Parties to be necessar

Section 6. Fees The fees payable in connection with the Facilities shall be as set forth in a separate fee letter of even date herewith among the Commitment Parties and Fund VI (the "Fee Letter"), the terms of which are incorporated herein by reference. Without limiting the generality of the foregoing: (a) Arrangement and Upfront Fees. Arrangement fees, upfront fees, and any OID in respect of the Term Loan B Facility

Section 7. Syndication 7.1 Syndication Strategy The Commitment Parties intend to syndicate the Facilities to a group of financial institutions and other institutional lenders (each, a "Lender" and collectively, the "Lenders") reasonably acceptable to the Commitment Parties and Fund VI. The Commitment Parties shall manage all aspects of the syndication in consultation with Fund VI, including (without limitation) the s

Section 8. Information and Confidentiality 8.1 Confidentiality. Each of the Commitment Parties agrees to treat as confidential all information provided to it by or on behalf of Fund VI, the Target, or their respective representatives in connection with the Acquisition and the Facilities, including, without limitation, the terms and conditions of this Commitment Letter, the Fee Letter, and any non-public financial, op

Section 9. Indemnification and Expenses 9.1 Indemnification. Fund VI agrees to indemnify, defend, and hold harmless each Commitment Party, its affiliates, and each of their respective directors, officers, employees, agents, advisors, representatives, controlling persons (within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934), successors, and assigns (each,

Section 10. Ticking Fee and Duration of Commitments 10.1 Ticking Fee If the Closing Date has not occurred within ninety (90) days after the date of execution of the Merger Agreement, a ticking fee (the "Ticking Fee") of 0.25% per annum shall accrue on the aggregate undrawn commitments of the Commitment Parties in respect of the Term Loan B Facility ($3,740,000,000, or such lesser amount as may be in effect at such ti

Section 11. Assignments No party hereto may assign its rights or obligations under this Commitment Letter without the prior written consent of each other party hereto, and any purported assignment without such consent shall be null and void; provided, however, that: (a) Each Commitment Party may, without the consent of Fund VI, assign all or a portion of its commitments under the Facilities to any affiliate of such C

Section 12. Representations and Warranties of Fund VI Fund VI hereby represents and warrants to each of the Commitment Parties, as of the date hereof and as of the date of execution of this Commitment Letter by Fund VI, as follows: (a) Organization and Existence. Fund VI is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Solara Fund VI GP LLC, a De

Section 13. Governing Law and Jurisdiction This Commitment Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obli

Section 14. Miscellaneous 14.1 Amendments. No amendment, waiver, modification, supplement, or consent with respect to any provision of this Commitment Letter shall be effective unless the same shall be in writing and signed by Fund VI and each of the Commitment Parties. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any singl

Section 15. Acceptance and Execution This Commitment Letter is being delivered to Fund VI for its review and reflects the principal terms upon which the Commitment Parties are prepared to provide the Facilities, subject to the negotiation, execution, and delivery of definitive documentation on the terms and conditions described herein. This Commitment Letter is not intended to create any enforceable obligation on the